FOURTH AMENDMENT AGREEMENT


     THIS  FOURTH  AMENDMENT  AGREEMENT  (as  amended  from  time to time,  this
"Agreement"),  dated as of  September  15, 2000 (the "Fourth  Amendment  Closing
Date") among GRAND SUMMIT RESORT PROPERTIES, INC., a Maine corporation,  (herein
referred to as "GSRP"),  the lenders listed on the signature  pages  hereof(each
individually referred to herein as a "Lender" and, collectively, the "Lenders"),
TEXTRON FINANCIAL CORPORATION, a Delaware corporation,  as agent for the Lenders
(in such capacity herein referred to as the "Administrative Agent").

                              W I T N E S S E T H:

A.   WHEREAS,  GSRP entered into that certain Loan and Security  Agreement  with
the certain of the Lenders and the Administrative Agent dated as of September 1,
1998 (as amended to but  excluding the date hereof,  the "Existing  LSA" and, as
amended hereunder,  "Amended LSA"), pursuant to which the Lenders agreed to make
loans to GSRP in accordance with the terms of the Existing LSA;

B.   WHEREAS,  capitalized terms used herein shall have the meanings ascribed to
the same in the Existing LSA unless otherwise defined herein;

C.   WHEREAS,  the parties to the Existing LSA have agreed to certain amendments
to the Existing LSA, as described and set forth below;

     NOW,  THEREFORE,  in  consideration  of  the  Administrative  Agent's,  the
Lenders,' and GSRP's  agreements  hereunder,  and in consideration of other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged,  the  Administrative  Agent,  the Lenders and GSRP hereby agree as
follows:

     1.    Amendments.   The parties hereto agree that the  Existing LSA is, and
shall be deemed to be, amended and modified as follows:

           (a)    The definition of  "Completion Date" in  the Existing  LSA for
     the  Steamboat  Project  is  changed  from September 1, 2000 to October 23,
     2000.

           (b)    The definition of  "Steamboat Commercial Unit" in the Existing
     LSA shall include the so-called "Parking Unit."

           (c)    The  clause  (a) of the  definition of  "Release Price" in the
     Existing  LSA  for  sales  of  Steamboat  Quartershare  Interests  shall be
     supplemented by adding the following at the end thereof:



<PAGE>



                                        7

           ;  with  respect  to  any  sale  of 50% of a  Steamboat  Quartershare
           Interest  (a so-called "1/8th Steamboat Quartershare Interest"),  the
           Release  Price  shall  be  the  greater  of (y) 50% of  whatever  the
           Release  Price would  have been for the full  Steamboat  Quartershare
           Interest  in  respect  thereof or (z) prior to the payment in full of
           the Steamboat  Obligations, 50% of the sales price in respect thereof
           (net of any  brokerage  commissions or other  customary costs of such
           sale) and,  after  the payment in full of the Steamboat  Obligations,
           25% of  the sales  price in  respect  thereof  (net of any  brokerage
           commissions or other  customary costs of such sale),

           (d)    There  is  hereby  added   at  the  end of  the  definition of
     "Release Price" in the Existing LSA the following:

           The Release Price for the so-called  "Parking  Unit" at the Steamboat
           Project shall be (1) the payment to the  Administrative  Agent of any
           cash payment  paid to GSRP by the  Steamboat  Association  in respect
           thereof, (2) the collateral assignment to the Administrative Agent of
           the  promissory  note  from  the  Steamboat  Association  in  respect
           thereof, (3) the collateral assignment to the Administrative Agent of
           the beneficial interest in the deed of trust securing said promissory
           note  and  (4)  the  payment  of  all  proceeds  in  respect  thereof
           (including,   without  limitation,  all  payments  of  principal  and
           interest) to the Administrative  Agent. The payments of such proceeds
           (including,   without  limitation,  all  payments  of  principal  and
           interest)  shall be  treated  as the  payment  of a Release  Price in
           respect of a  "Steamboat  Commercial  Unit" for  purposes  of Section
           2.5(b)(iii) and Section 2.5(d) hereof.

           (e)    The   furniture,   furnishings,   appliances,   fixtures   and
     equipment,  inventory, fittings, machinery, apparatus and personal property
     of  every  nature  found  on or  used in  connection  with  the  "Steamboat
     Quartershare  Units" and the "Steamboat  Common Elements"  (excluding those
     areas designated as "Steamboat Limited Common Elements"  appurtenant to the
     "Steamboat  Comercial Unit") in the Steamboat  Project and conveyed by GSRP
     to the Steamboat Association pursuant to a Bill of Sale dated September 15,
     2000 (to be owned and held by the Steamboat  Association as nominee for the
     owners of Steamboat  Quartershare  Interests) are hereby  released from the
     security  interests  and Liens  provided  for in the Existing LSA and other
     Steamboat Security Documents and the Administrative Agent, at the sole cost
     and expense of GSRP, will execute and deliver to GSRP for recordation  such
     UCC-3  financing  statements  and  other  release  documents  as  shall  be
     reasonably  necessary to document the releases  provided for in this clause
     (e), provided that, the Administrative Agent shall have a security interest
     and Lien under the Existing LSA and other Steamboat  Security  Documents in
     and to the Borrower's  rights to said furniture,  furnishings,  appliances,
     fixtures and  equipment,  inventory,  fittings,  machinery,  apparatus  and
     personal property arising from (i) Borrower's ownership of unsold Steamboat
     Quartershare  Interests  and (ii)  Borrower's  having  granted  a  security
     interest and Lien in said unsold  Steamboat  Quartershare  Interests to the
     Administrative  Agent (and  Borrower  hereby  confirms  haing  granted said
     security interest and Lien in the Existing LSA and other Steamboat Security
     Documents).



<PAGE>


           (f)    For  the  avoidance  of  doubt  and  in  confirmation  of  the
     understanding of all parties hereto, the modifications  provided for in the
     various  Steamboat  Project loan documents in that certain  Modification of
     Loan Documents  executed by GSRP in favor of BankBoston,  N.A. and recorded
     on March 22, 1999 under Reception No. 507293,  in Book 756, Page 676 of the
     Clerk and Recorder of Routt County,  Colorado are hereby rescinded and made
     ineffective as if never entered into.

     2.    Warranties and Representations

     GSRP hereby represents and warrants as of the date hereof as follows:

           (a)    Transaction  Is  Legal  and  Authorized.   The  execution  and
     delivery  of  this  Agreement  and  the  other  documents  and  instruments
     contemplated  herein,  and compliance by GSRP with all of the provisions of
     this Agreement,  the Existing LSA, as amended hereby, and each of the other
     documents set forth above are:

                  (i)    within the corporate powers of GSRP; and

                  (ii)   valid  and  legal  acts and will not conflict with,  or
           result in any breach  in any  of the  provisions of, or  constitute a
           default  under, or  result in  the creation of any Lien (except Liens
           contemplated  under any  of the Security Documents) upon any Property
           of GSRP under the provisions of, any  agreement,  charter instrument,
           bylaw or  other instrument to  which GSRP is  a party or by which its
           Property may be bound.

           (b)    Governmental Consent. Except for consents, approvals, permits,
     licenses,  authorizations,  and registrations required in the normal course
     of GSRP's business, neither the nature of GSRP, or of any of its businesses
     or Properties,  or any relationship  between GSRP and any other Person,  or
     any  circumstance  in  connection  with the  execution  or delivery of this
     Agreement and the other documents  contemplated in connection herewith, nor
     the  operation of any Project and the sale,  or offering  for sale,  of any
     Quartershare Interest of any of the Projects by GSRP, is such as to require
     a  consent,  approval  or  authorization  of, or  filing,  registration  or
     qualification  with, any  governmental  authority on the part of GSRP, as a
     condition of the  execution,  delivery or performance of this Agreement and
     the other documents contemplated in connection herewith.

           (c)    Restrictions of GSRP.  GSRP will  not be, on or after the date
     hereof,  a party to any contract or agreement  which restricts its right or
     ability to incur  indebtedness  under,  or prohibits  the  execution of, or
     compliance  with,  this Agreement by GSRP. GSRP has not agreed or consented
     to cause or permit in the future (upon the  happening of a  contingency  or
     otherwise) any of its Property  constituting  the  Collateral,  whether now
     owned or hereafter  acquired,  to be subject to a Lien not permitted  under
     the  Existing  LSA,  as  amended  hereby,  and all  Liens  in  favor of the
     Administrative Agent in respect of such Collateral remain in full force and
     effect.



<PAGE>


           (d)    No  Defaults  or Events  of Default.   No Default or  Event of
     Default  has occurred  or is continuing,  nor  does any event  or condition
     exist  that would  constitute a  Default or  an Event  of Default  upon the
     execution  and delivery of this Agreement.

     3.    CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT

           This Agreement shall become effective on the Fourth Amendment Closing
Date upon  the parties  hereto  executing this  Agreement and  upon each  of the
following conditions being satisfied:

           (a)    Third Modification Agreement.   The Administrative Agent shall
     have  received  an  executed  copy  of the  Modification  Agreement  No.  3
     (Steamboat), a copy of which is attached hereto as Schedule A, and the same
     shall have been  recorded in the Office of the Clerk and  Recorder of Routt
     County, Colorado.

           (b)    Canyons Declaration. The Steamboat Declaration and Resort  Map
     shall have been  recorded in the Office of the Clerk and  Recorder of Routt
     County,  Colorado and the  conditions  set forth in Section  3.16(a) of the
     Existing LSA shall have been satisfied in respect thereof.

           (c)    Parking Unit Note.  The  "Parking Unit" Note  shall have  been
     collaterally  assigned  as set  forth in the  document  attached  hereto as
     Schedule B and endorsed and delivered to the  Administrative  Agent and its
     deed of trust  shall  have  been  recorded  in the  Office of the Clerk and
     Recorder of Routt County,  Colorado and a collateral  assignment thereof to
     the Administrative  Agent (in the form of Schedule C attached hereto) shall
     have been  executed  by GSRP and  recorded  in the  Office of the Clerk and
     Recorder of Routt County, Colorado.

           (d)    Declarant's Rights.  GSRP shall have executed and caused to be
     recorded in the Office of the Clerk and Recorder of Routt County,  Colorado
     the  Steamboat  Assignment  of  Declarant's  Rights set forth on Schedule D
     attached hereto.

           (e)    Proxy.   The proxy  in  respect  of the Steamboat Association,
     substantially  in the form of Schedule E attached  hereto,  shall have been
     executed by GSRP and delivered to the Administrative Agent.


           (e)    Lease Confirmation Letter.  A confirmation  letter in  respect
     of the Steamboat Host Company lease,  substantially in the form of Schedule
     F attached hereto, shall have been received by the Administrative Agent.




<PAGE>

           (f)    Notification.  The notification to the  Steamboat Association,
     substantially  in the  form of  Schedule  G  attached  hereto,  shall  have
     delivered to the Steamboat  Association and receipt thereof acknowledged by
     the Steamboat Association.

           (g)    Subordination   Agreement.     A   subordination    agreement,
     substantially  in the form of Schedule H attached  hereto,  shall have been
     recorded immediately after the recordation of the Steamboat Declaration and
     Map.

           (h)    Default Certificate. GSRP shall have executed and delivered to
     the Administrative Agent the no default certificate set forth on Schedule I
     attached hereto.

           (i)    Legal   Opinions.   GSRP  shall   have    delivered    to  the
     Administrative  Agent the legal opinions from its Colorado  counsel and its
     inside counsel  substantially in the forms thereof set forth in Schedules J
     and K attached hereto.

           (j)    Title Insurance.  GSRP shall have caused such  endorsements to
     the Title Insurance Policy {Blanket} in respect of the Steamboat Project to
     have  been  executed  and  delivered  to the  Administrative  Agent  as the
     Administrative Agent may reasonably request.

           (k)    Steamboat Declaration.  GSRP shall have executed and delivered
     to the  Administrative  Agent a copy of the  Steamboat  Declaration,  which
     shall be in form and substance satisfactory to the Administrative Agent.

           (l)    Bill of Sale. GSRP shall have delivered to the  Administrative
     Agent  a copy  of the  bill  of  sale  evidencing  the  sale by GSRP to the
     Steamboat Association of certain furniture and furnishings in the Steamboat
     Project,  which are to be released  from the security  interest and Lien of
     the Existing LSA and other Security Documents.

           (m) Expenses. GSRP shall have paid all fees and expenses  required to
     be paid by it pursuant to Section 11.2 of Existing LSA pursuant to invoices
     or other bills submitted to GSRP (including the fees and  disbursements  of
     counsel to Textron Financial Corporation).

           GSRP  agrees  to  hold  the  Subordination   Agreement,  as  executed
     by the Administrative  Agent,  referred to above and any written consent to
     the Steamboat  Project Map executed by the  Administrative  Agent in escrow
     and not to record the same until the  conditions  set forth above have been
     satisfied  or until  authorized  to do so by an agent  or  attorney  of the
     Administrative Agent.


<PAGE>



     4.    Miscellaneous

           (a)    Parties,  Successors  and  Assigns.   This  Agreement shall be
     binding  upon and inure to the  benefit  of the  parties  hereto  and their
     respective successors and permitted assigns.

           (b)    Governing Law.   This  Agreement  shall  be  governed  by  the
     internal  laws of the State of Maine.  To the extent any  provision of this
     Agreement is not enforceable  under applicable law, such provision shall be
     deemed null and void and shall have no effect on the remaining  portions of
     this Agreement.

           (c)    Section Headings and Table of Contents and Construction.   The
     titles  of the  Sections  appear as a matter of  convenience  only,  do not
     constitute a part hereof and shall not affect the construction  hereof. The
     words "herein," "hereof,"  "hereunder" and "hereto" refer to this Agreement
     as a whole and not to any particular Section or other subdivision.

           (d)    Survival. All warranties, representations and  covenants  made
     by GSRP  herein  or in the  Existing  LSA or in any  certificate  or  other
     instrument  delivered by it or on its behalf under this Agreement or in the
     Existing  LSA shall be  considered  to have been relied upon by the Lenders
     and shall survive the execution and delivery of this Agreement.

           (e)    Effect  of  Amendment.   Except  as  explicitly amended by, or
     otherwise provided for in, this Agreement , the Existing LSA, the Notes and
     the other  Security  Documents  remain in full force and effect under their
     respective  terms as in effect  immediately  prior to the  effectiveness of
     this Agreement,  and GSRP hereby affirms all of its obligations thereunder.
     Subject  to  the  satisfaction  of the  conditions  precedent  hereto,  the
     Administrative  Agent is hereby  authorized to subordinate the liens of the
     Steamboat  Blanket Mortgage,  the Steamboat  Assignment of Rents and of the
     Security  Documents  in and  to the  Collateral  related  to the  Steamboat
     Project to the  Steamboat  Declaration,  as provided in Schedule G attached
     hereto,  and to  release  the  security  interest  and  Lien  in and to the
     aforesaid furniture and furnishings in the Steamboat Project.

           (f)    Counterparts. This Agreement may be executed in any  number of
     counterparts,  each of which shall be an original but all of which together
     shall  constitute one instrument.  Each counterpart may consist of a number
     of copies hereof, each signed by less than all, but together signed by all,
     of the parties hereto.

     [Remainder of page intentionally left blank. Next page is signature page.]


<PAGE>



           IN  WITNESS WHEREOF,  the parties have  executed this Agreement as of
 the day and year first above written.

GSRP:                                        Lender:

GRAND SUMMIT RESORT                          TEXTRON FINANCIAL
PROPERTIES, INC.                             CORPORATION



By /s/ Timothy H. Greene                     By /s/ Nicholas L. Mecca
  -----------------------                      -------------------------------
  Name: Timothy H. Greene                       Name: Nicholas L. Mecca
  Title: Vice President Real Estate             Title: Division President



                                               Lender:

                                               FOOTHILL CAPITAL CORPORATION



                                               By  /s/ Robert J. Cambora
                                                 ------------------------------
                                                 Name: Robert J. Cambora
                                                 Title: Senior Vice President

                                               FINOVA CAPITAL CORPORATION



                                               By /s/ Susan Babbitt
                                                 ------------------------------
                                                 Name: Susan Babbitt
                                                 Title: Vice President

                                               LITCHFIELD FINANCIAL CORPORATION


                                               By /s/ James A. Yearwood
                                                 ------------------------------
                                                 Name: James A. Yearwood
                                                 Title: Senior Vice President


<PAGE>



Administrative Agent:

TEXTRON FINANCIAL CORPORATION



By /s/ Nicholas L. Mecca
   ---------------------------
  Name: Nicholas L. Mecca
  Title: Division President

AGREED AND CONSENTED TO:

L.B.O. HOLDING, INC.



By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President

MOUNT SNOW, LTD.




By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President


KILLINGTON, LTD.


By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President


SUNDAY RIVER SKIWAY CORPORATION




By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President

<PAGE>



ASC UTAH, INC.



By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President

STEAMBOAT SKI & RESORT CORPORATION




By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President


AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.



By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name: Foster A. Stewart, Jr.
  Title: Vice President

<PAGE>


                                   Schedule A

                          Modification Agreement No. 3


<PAGE>




                          MODIFICATION AGREEMENT No. 3
                                   (Steamboat)

     THIS  MODIFICATION  AGREEMENT No. 3 (this  "Agreement"),  is made as of the
15th day of September,  2000,  by and between  GRAND SUMMIT  RESORT  PROPERTIES,
INC., a Maine  corporation  ("Grantor"),  whose address is P.O. Box 450,  Sunday
River Road, Bethel, ME 04217 for the benefit of TEXTRON FINANCIAL CORPORATION, a
Delaware  corporation,  as Administrative  Agent under that certain  Combination
Deed of Trust,  Security  Agreement and Fixture  Financing  Statement  described
below,  having  a  mailing  address  of 333 East  River  Drive,  East  Hartford,
Connecticut 06108.

                                R E C I T A L S :
                                 - - - - - - - -


     WHEREAS,  Grantor  executed and  delivered  to the Public  Trustee of Routt
County,  Colorado and the Administrative  Agent that certain Combination Deed of
Trust, Security Agreement and Fixture Financing Statement, dated as of September
1, 1998, which was recorded  September 28, 1998, under Reception No. 499719,  in
Book 750 at Page 1631 in the Office of the Clerk and  Recorder of Routt  County,
Colorado  (said  Combination  Deed of  Trust,  Security  Agreement  and  Fixture
Financing  Statement,  as amended prior to the date hereof, being referred to in
this Agreement as the "Existing Deed of Trust"); and

     WHEREAS,  Grantor  executed  and  delivered  to  Administrative  Agent that
certain Assignment of Rents and Leases, dated as of September 1, 1998, which was
recorded  September 28, 1998,  under  Reception No. 499720,  in Book 750 at Page
1632 in the Office of the Clerk and  Recorder of Routt  County,  Colorado  (said
Assignment  of Leases and  Rents,  as amended  prior to the date  hereof,  being
referred to in this Agreement as the "Existing  Assignment of Rents") in respect
of the premises described on Exhibit A attached thereto; and

     WHEREAS,  Grantor,  Administrative Agent and the Lenders (as defined in the
Existing  Deed of Trust) are,  contemporaneously  herewith,  entering  into that
certain Fourth Amendment Agreement to Loan and Security  Agreement,  dated as of
September 15, 2000,  pursuant to which Grantor and Lenders are effecting certain
changes in and to that certain Loan and Security Agreement dated as of September
1, 1998,  as amended  prior to the date hereof,  and referred to in the Existing
Deed of Trust as the "LSA;" and

     WHEREAS, Grantor and Grantee desire to amend the Existing Deed of Trust and
the Existing Assignment of Rents.


<PAGE>



                              A G R E E M E N T S:
                               - - - - - - - - - -

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals,  of  the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:

     1.    Modification to the Existing Deed of Trust.

     Exhibit A to the Existing  Deed of Trust is hereby  amended and restated in
its  entirety  as set  forth on  Exhibit 1 to this  Agreement.  Exhibit B to the
Existing  Deed of Trust is hereby  amended and  restated in its  entirety as set
forth on Exhibit 2 to this Agreement.

     2.    Modification to the Existing Assignment of Rents.

     Exhibit  A to the  Existing  Assignment  of Rents  is  hereby  amended  and
restated in its entirety as set forth on Exhibit 1 to this Agreement.

     3.    Continued Force and Effect.

     Except as expressly provided in this Agreement,  the Existing Deed of Trust
and the Existing  Assignment of Rent shall  continue in full force and effect as
provided for therein.

     4.    Miscellaneous.

     The Recitals set forth at the beginning of this Agreement are  incorporated
in and made a part of this  Agreement by this  reference.  This Agreement may be
executed in one or more identical counterparts, each of which shall be deemed to
be an original, and all of which, taken together,  shall be deemed to be one and
the same  Agreement.  This Agreement  shall bind and inure to the benefit of the
parties hereto and their  respective  heirs,  executors,  administrators,  legal
representatives,  successors and assigns.  This Agreement and the obligations of
such  parties  hereunder  are and at all  times  shall be  deemed  to be for the
exclusive  benefit  of such  parties  and  their  respective  heirs,  executors,
administrators,  legal representatives,  successors and assigns, and nothing set
forth herein shall be deemed to be for the benefit of any other person.  Nothing
set forth in this paragraph shall be deemed or construed to create, recognize or
allow any  assignment or transfer of rights not  otherwise  provided for in this
Agreement.  For the avoidance of doubt and in confirmation of the  understanding
of Grantor and  Administrative  Agent,  the  modifications  provided  for in the
various  Steamboat  Project loan documents in that certain  Modification of Loan
Documents executed by Grantor in favor of BankBoston, N.A. and recorded on March
22, 1999 under Reception No. 507293,  in Book 756, Page 676 in the Office of the
Clerk and Recorder of Routt County,  Colorado are hereby  rescinded and are made
ineffective as if never made.


<PAGE>



                        [Next Page is the Signature Page]


<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
to be effective as of the day and year first above written.

                                            GRAND SUMMIT RESORT PROPERTIES, INC.




                                            By__________________________________
                                              Name:
                                              Its:





STATE OF                            )
                                    )       ss.
COUNTY OF                           )


     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
September, 2000 by _________, _________ of Grand Summit Resort Properties, Inc.,
a Maine corporation, on behalf of such corporation.

                                    Before me,


                                    ____________________________________
                                    Notary Public/Attorney at Law
                                    Print Name:_________________________
                                    My commission expires:______________


<PAGE>



                                               TEXTRON FINANCIAL CORPORATION, as
                                               Administrative Agent




                                               By_______________________________
                                                 Name:
                                                 Its:



STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



     The foregoing  instrument was acknowledged before me this day of September,
2000, by ______________, the _______________ of Textron Financial Corporation, a
Delaware      corporation,      on      behalf      of     said      corporation




                                    ____________________________________
                                    Notary Public
                                    Print Name:_________________________


                                    My Commission Expires:
                                    [Seal]


<PAGE>





                                    Exhibit 1

                         to Modification Agreement No. 3



<PAGE>


                                    Exhibit 2

                         to Modification Agreement No. 3

See  Lawyers  Title  Insurance  Corporation  Loan  Title  Insurance  Policy  No.
135-02-232932in  respect of the Mortgaged Property as in effect on September 15,
2000.




<PAGE>


                                   Schedule B

                     Assignment of Property-Related Contract


<PAGE>



                     ASSIGNMENT OF PROPERTY-RELATED CONTRACT
                            (Steamboat - August 2000)

     THIS ASSIGNMENT OF PROPERTY-RELATED  CONTRACT (this "Assignment"),  is made
as of the 15th day of September, 2000, by GRAND SUMMIT RESORT PROPERTIES,  INC.,
a Maine  corporation  having a principal place of business and a mailing address
of P.O. Box 450, Sunday River Road, Bethel, ME 04217  ("Assignor"),  in favor of
TEXTRON  FINANCIAL   CORPORATION,   not  in  its  individual   capacity  but  as
Administrative Agent under the LSA (the "Administrative Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Assignor,  the Administrative  Agent and the lenders that are
parties thereto (the "Lenders") have entered into that certain Loan and Security
Agreement (as amended, the "LSA"), dated as of September 1, 1998;

     WHEREAS, the Lenders,  subject to the terms and conditions of the LSA, have
agreed to make a advances (collectively,  the "Loan") to Assignor in the maximum
principal amount of $105,000,000;

     WHEREAS,  in order to secure the Loan,  Assignor has executed and delivered
to  Administrative  Agent (i) that certain  Combination Deed of Trust,  Security
Agreement and Fixture Financing  Statement  (Steamboat) (as amended from time to
time, the "Blanket  Mortgage") dated as of September 1, 2000 encumbering certain
property therein described (the "Mortgaged  Property"),  including,  among other
things,  the real estate  described on Exhibit A attached hereto and made a part
hereof  ("Project"),  and the buildings and  improvements,  fixtures and certain
personal  property now or  hereafter  located  thereon,  (ii) the LSA, and (iii)
certain other  documents and  instruments  (all amounts owing or to be owed from
time to time under the  Blanket  Mortgage,  the LSA,  the Notes  defined in, and
issued  pursuant  to,  the LSA  and any of the  other  aforesaid  documents  and
instruments, together with all other obligations of Assignor in respect thereof,
being hereinafter collectively referred to as the "Indebtedness"); and

     WHEREAS,  Assignor has entered into, or is the beneficiary or payee of, the
agreements,  contracts and  instruments  set forth on Schedule 1 attached hereto
and  desires to grant to  Administrative  Agent a security  interest in and lien
upon each of such agreements,  contracts and instruments as additional  security
for the  Indebtedness and to cause all payments to be made thereunder to be paid
directly to the  Administrative  Agent for  application to the Loan, as provided
for in the LSA; and

     NOW  THEREFORE,  in order to induce  the  Lenders  to enter into the Fourth
Amendment Agreement of even date herewith to the LSA and to subordinate the lien
of the Blanket Deed of Trust to that certain Declaration of Condominium and Plan
of Quarter Share Ownership and in consideration  therefor,  and in consideration
of Ten Dollars


<PAGE>


($10.00) and other good and valuable consideration to Assignor paid (the receipt
and  sufficiency  whereof are hereby  acknowledged),  Assignor  hereby agrees as
follows:

     1.    As security for the Indebtedness,  Assignor hereby assigns, transfers
and sets over to  Administrative  Agent,  and grants to  Administrative  Agent a
security  interest  in,  and  lien  upon,  the  following   (collectively,   the
"Collateral"):

           (a)   all of  Assignor's right,  title and interest in, to and  under
     the agreements, contracts, and instruments set forth on Schedule 1 attached
     hereto and made a part hereof, together with any modifications, supplements
     or replacements to any of the foregoing, in each case, whether now existing
     or hereafter acquired (collectively, the "Assigned Agreements");

           (b)   all  of  Assignor's  rights,   powers,  privileges,  claims and
     benefits now existing or hereafter arising under any or all of the Assigned
     Agreements;

           (c)   (i) all  of Assignor's right, title and interest in and to  any
     and all  funds  from  time to time  held  pursuant  to any of the  Assigned
     Agreements,  and (ii) all other  funds from time to time paid or payable to
     Assignor,  or to any other  person or  entity at the  direction  or for the
     benefit of Assignor,  under or pursuant to any of the  Assigned  Agreements
     (including,  without  limitation,  all  payments  under  the  Parking  Unit
     Promissory Note (as such term is defined on Schedule 1 hereto); and

          (d)    all proceeds of the foregoing collateral.

     2.   (a)    This   Assignment  is   executed   only  as  security  for  the
Indebtedness,  and,  therefore,  the execution  and delivery of this  Assignment
shall not subject  Administrative Agent or any Lender to, or transfer or pass to
Administrative  Agent  or any  Lender,  or in any  way  affect  or  modify,  the
liability  of Assignor  under any or all of the  Assigned  Agreements,  it being
understood  and  agreed  that  notwithstanding  this  Assignment,   all  of  the
obligations  of  Assignor to each and every other party under each and every one
of the Assigned  Agreements shall be and remain enforceable by such other party,
its  successors  and  assigns,  only  against  Assignor  or  persons  other than
Administrative  Agent and the  Lenders  and the  successors  and assigns of such
persons,  and that neither the Administrative Agent nor the Lenders have assumed
any of the  obligations  or  duties of  Assignor  under or with  respect  to the
Assigned Agreements.

          (b)    This Assignment shall  not operate to place  responsibility for
the control,  care,  management  or repair of the Project,  or any part thereof,
upon  Administrative  Agent  or the  Lenders,  nor  shall  it  operate  to  make
Administrative  Agent or any Lender liable for the  performance or observance of
any terms, conditions,  covenants or agreements contained in any of the Assigned
Agreements,  or for any dangerous or defective  condition of the Project, or for
any  negligence  in the  management,  upkeep,  repair or  control  of the Resort
resulting in loss or injury or death to any tenant, occupant, licensee, employee
or  stranger,  or for duties of Assignor  under or with  respect to the Assigned
Agreements.



<PAGE>


     3.   To  protect  the  security  afforded  by  this  Assignment,   Assignor
represents, warrants and agrees as follows:

          (a)    Assignor will faithfully abide by,  perform and discharge  each
     and every  material  obligation,  covenant,  condition,  duty and agreement
     which  each or any of the  Assigned  Agreements  provides  are to be  kept,
     observed or performed by Assignor;

          (b)    the Assigned Agreements  entered into prior to the  date hereof
     are in full force and effect, and Assignor will take all action which might
     reasonably  be required to keep the Assigned  Agreements  in full force and
     effect  and to keep them from  expiring  or being  canceled,  rescinded  or
     terminated;

          (c)    Assignor will not amend, cancel,  rescind,  abridge,  modify or
     terminate any Assigned Agreement or waive, release, discharge or consent to
     the release of any other  party to any  Assigned  Agreement  of or from any
     obligation,  covenant,  condition  or  agreement  to be kept,  observed  or
     performed by such other party (except to the extent  required by applicable
     law);

          (d)    without  the prior  written  consent of  Administrative  Agent,
     Assignor  will not take any  action  (including,  without  limitation,  the
     exercise  of any right or option)  which  would  permit,  or give rise to a
     right permitting,  any other party to any Assigned Agreement,  or any other
     person or entity whatsoever,  to cancel,  rescind or terminate any Assigned
     Agreement (except to the extent required by applicable law);

          (e)    Assignor will  enforce,  short  of termination, the performance
     and observance of each and every material covenant and condition of each of
     the Assigned  Agreements  to be performed or observed by the other party or
     parties thereto;

          (f)    at Assignor's  sole cost and expense,   Assignor will appear in
     and defend any action or proceeding arising under, growing out of or in any
     manner  connected  with the  rights,  obligations,  covenants,  conditions,
     duties,  agreements or  liabilities  of Assignor  under any of the Assigned
     Agreements or Administrative  Agent's right, title and security interest in
     and to the Collateral;



<PAGE>


          (g)    should  Assignor  fail to make  any payment,  do any  act which
     this  Assignment  prohibits or refrain  from any act which this  Assignment
     requires,  then  Administrative  Agent may, but shall have no obligation to
     (and shall not thereby  release  Assignor from any  obligation  hereunder),
     make such  payment  or do or  prevent  such act in such  manner and to such
     extent as  Administrative  Agent may deem necessary or advisable to protect
     the security provided hereby,  which rights of  Administrative  Agent shall
     specifically  include,  without  limiting  Administrative  Agent's  general
     powers  herein  granted,  the right to appear in and  defend  any action or
     proceeding  purporting  to affect  the  security  hereof  and the rights or
     powers of  Administrative  Agent  hereunder (or any of them),  and also the
     right to perform and  discharge  each and every one, or any one or more, of
     the obligations,  covenants,  conditions, duties and agreements of Assignor
     contained in any one or more of the Assigned Agreements;  and in exercising
     any such powers,  Administrative Agent may pay necessary or advisable costs
     and expenses and incur and pay  reasonable  attorneys'  fees,  and Assignor
     will reimburse Administrative Agent for such costs, expenses and fees;

          (h)    Assignor is the lawful owner of the Collateral  with full right
     to pledge,  deliver,  assign and transfer the Collateral to  Administrative
     Agent;  none of the  Collateral  has been  previously  mortgaged,  pledged,
     hypothecated  or  assigned,  by  operation  of  law or  otherwise,  whether
     absolutely, conditionally,  collaterally or otherwise, and, so long as this
     Assignment is in effect,  Assignor  shall not further  assign,  transfer or
     otherwise encumber its interest in any of the Collateral; and

          (i)    each  of the  Assigned   Agreements  is legal,  valid,  binding
     and  enforceable  in accordance  with its terms;  no party under any of the
     Assigned  Agreements  is, or with the  giving of notice or the  passage  of
     time,  or  both,  would  be,  in  default  thereunder;   and  all  material
     obligations,  covenants,  conditions, duties and agreements have been kept,
     observed and performed as required thereunder.

     4.   Assignor hereby  irrevocably  authorizes   Administrative  Agent,  and
appoints  Administrative  Agent the agent and  attorney-in-fact of Assignor,  at
Administrative  Agent's option,  to give any and all notices and to take any and
all other actions required under any of the Assigned  Agreements,  or to receive
any  funds or  realize  upon any  other  rights  or  benefits  thereunder.  Such
appointment  shall be deemed to be  coupled  with an  interest.  Assignor  shall
obtain the consent of the Steamboat Grand Resort Hotel Condominium  Association,
Inc. to the  collateral  assignment  of each of the Assigned  Agreements  to the
Administrative  Agent and to making payment to the  Administrative  Agent of all
payments under the Assigned  Agreements as may be directed by the Administrative
Agent in writing.  Assignor  agrees to endorse  and  deliver  the  Parking  Unit
Promissory  Note  to the  Administrative  Agent  and to  execute  and  record  a
collateral  assignment of the Parking Unit Deed of Trust (as defined in Schedule
1 hereto) substantially in the form of Exhibit B hereto.

     5.   This  Assignment and  all rights  herein  assigned  to  Administrative
Agent shall survive the  foreclosure  of the Blanket  Mortgage,  and all estate,
right, title and interest of Administrative Agent in and to the Collateral shall
revert  to  Assignor  only  upon  the  execution  of  a  written  instrument  by
Administrative  Agent terminating this Assignment or upon a voluntary release by
Administrative  Agent of the Blanket Mortgage,  which release shall be delivered
in connection with the payment in full of all Indebtedness.

     6.    Assignor  will,  from  time to time,  do and perform any other act or
acts, will execute, acknowledge,  deliver and file, register, record and deposit
(and will refile, reregister,  rerecord and redeposit whenever required) any and
all  further   instruments   required  by  law  or   reasonably   requested   by
Administrative  Agent in order to confirm,  or further assure,  the interests of
Administrative  Agent  hereunder,  and will take such  actions and execute  such
instruments  and documents as  Administrative  Agent may  reasonably  request to
facilitate Administrative Agent's exercise of Assignor's rights, obligations and
duties  under  the  Assigned   Agreements  or  otherwise  with  respect  to  the
Collateral.


<PAGE>


     7.    Administrative  Agent may assign all or any of the rights assigned to
it hereby, or arising under any of the Assigned Agreements,  including,  without
limitation,  the right to receive any or all  payments  due or to become due. In
the event of any such  assignment,  such  successor or assign of  Administrative
Agent shall enjoy all rights and privileges and be subject to all obligations of
Administrative Agent hereunder.

     8.    The  substantive  laws  of the  State  of  Colorado  shall govern the
validity,  construction,  enforcement and interpretation of this Assignment,  to
the extent required by principles of conflicts of laws recognized in such State;
otherwise, the laws of the State of Maine shall govern.

     9.    Assignor  shall keep  Administrative  Agent reasonably informed as to
the status of the Assigned  Agreements and the compliance by the parties thereto
with their respective obligations thereunder. Assignor shall give Administrative
Agent,  at the place for giving notices to  Administrative  Agent under the LSA,
(a) copies of all written notices or written communications to or from any party
to any of the Assigned Agreements  claiming any default,  breach or violation by
any party thereto, (b) promptly after the effectiveness  thereof,  copies of all
material leases, contracts, permits, licenses,  certificates and other documents
or  agreements  similar  in nature to any of the  Assigned  Agreements  that may
hereafter replace or amend any of the Assigned  Agreements or that may hereafter
come into effect,  and (c) within five (5) days after request by  Administrative
Agent, copies of all Assigned Agreements then in effect.

     10.    By its acceptance of this  Assignment, Administrative  Agent  hereby
agrees  with  Assignor  that,  so long as an Event of Default (as defined in the
LSA) has not  occurred,  Administrative  Agent will not exercise or enforce,  or
seek to  exercise  or enforce,  or avail  itself of, any of the rights,  powers,
privileges,   authorizations   or   benefits   assigned   and   transferred   to
Administrative  Agent pursuant to this Assignment,  and Assignor may exercise or
enforce,  or seek to exercise  or  enforce,  such  rights,  powers,  privileges,
authorizations  or  benefits,  provided  that all  payments  in  respect  of the
Assigned Agreements shall be paid directly to the Administrative Agent and shall
be  treated  and  applied to the  Indebtedness  in the same  manner as  "Release
Prices"  in  respect  of  "Steamboat  Commercial  Units",  as more  particularly
provided for in Section 2.5 of the LSA.

     11.     Administrative Agent shall have all the rights  and  remedies  of a
secured  party  under the  Uniform  Commercial  Code of the State of Maine  with
respect to the Collateral,  and any other rights and remedies provided by law or
equity or provided  hereunder or under any other document executed in connection
with the Loan.

     12.    Assignor  shall  indemnify  and hold  Administrative  Agent and each
Lender  harmless  from and  against any and all  claims,  demands,  liabilities,
losses, lawsuits, judgments, costs and expenses (including,  without limitation,
attorneys'  fees)  to  which  Administrative  Agent or such  Lender  may  become
exposed, or which  Administrative  Agent or such Lender may incur, in exercising
any of its  rights  under  this  Assignment  or due  to the  execution  of  this
Assignment,  and shall otherwise pay when due, or reimburse Administrative Agent
or such  Lender  upon demand  for,  any and all costs and  expenses  incurred by
Administrative Agent or such Lender in connection with the Indebtedness.



<PAGE>


     13.    This Assignment is not intended to create any  partnership  or joint
venture between Assignor, Administrative Agent or the Lenders.

     14.    No delay,  omission  or failure of Administrative  Agent to exercise
its rights under this  Assignment upon the occurrence of any Default or Event of
Default,  and no waiver of any Default or Event of  Default,  shall be deemed to
waive,  exhaust or impair  Administrative  Agent's  ability or right to exercise
such rights at a later time with  respect to such Default or Event of Default or
with respect to any other Event of Default, as the case may be.

     15.    This Assignment shall  bind and inure to the  benefit  of the heirs,
executors, administrators,  personal representatives,  successors and assigns of
Assignor and Administrative Agent.

     16.    A carbon,  photographic  or other reproduction of this Assignment or
any financing statement relating  to this  Assignment  shall be sufficient to be
effective as a financing statement.

      [Remainder of page intentionally blank; next page is signature page]


<PAGE>


     IN WITNESS  WHEREOF,  Assignor has caused this Assignment to be executed as
of the day and year first above written.


Signed in the Presence of:          GRAND SUMMIT RESORT PROPERTIES, INC.,
                                                     as Assignor


__________________________          By__________________________________________
Name                                  Name:
                                      Title:


__________________________
Name


STATE OF                            )
                                    )       ss.
COUNTY OF                           )


     PERSONALLY   APPEARED   the   above-named   ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

                                   Before me,


                                   ____________________________________
                                   Notary Public/Attorney at Law
                                   Print Name:_________________________
                                   My commission expires:______________



<PAGE>


The  assignments  provided  for  herein to the  Administrative  Agent are hereby
consented to by the undersigned.  The undersigned agrees to make all payments in
respect of the Assigned  Agreements  directly to the Administrative  Agent as it
may direct in writing.


STEAMBOAT GRAND RESORT HOTEL CONDOMINIUM ASSOCIATION, INC.



By__________________________
  Name:
  Title:



<PAGE>


                                   Schedule 1

     That  certain  Promissory  Note  (the  "Parking  Unit  Note")  made  by the
Steamboat Grand Resort Hotel Condominium  Association,  Inc. to the order of the
Assignor in the stated  principal  amount of  $6,500,000  and the Deed of Trust,
Assignment of Rents and Security  Agreement securing the same (the "Parking Unit
Deed of Trust");


<PAGE>


                                    EXHIBIT A
                          DESCRIPTION OF REAL PROPERTY


<PAGE>


                                    EXHIBIT B

                              COLLATERAL ASSIGNMENT

     FOR GOOD AND VALUABLE CONSIDERATION,  GRAND SUMMIT RESORT PROPERTIES, INC.,
a Maine Corporation  ("Borrower"),  hereby  collaterally  assigns and transfers,
without  recourse,  to Textron  Financial  Corporation,  a Delaware  corporation
having a mailing  address of 333 East River Drive,  East Hartford,  CT 06108, in
its  capacity as  Administrative  Agent  under that  certain  Loan and  Security
Agreement (as amended, the "LSA"), dated as of September 1, 1998, with Borrower,
as collateral for Borrower's obligations under said LSA all of Borrower's right,
title and interest  under that certain  Deed of Trust,  Assignment  of Rents and
Security  Agreement dated as of September 15, 2000, by and between The Steamboat
Grand  Resort Hotel  Condominium  Association,  Inc.,  a non-profit  corporation
organized  and existing  under the laws of  Colorado,  as Grantor and the Public
Trustee of Routt County,  recorded in the records of Routt  County,  Colorado on
_________________,  2000,  in  Book  _________  at  Page  _____,  Reception  No.
____________,  pursuant to which the Grantor irrevocably granted and conveyed to
the Public  Trustee,  in trust for the  benefit of  Borrower,  certain  property
described  therein to  secure,  inter  alia,  the  payment of amounts  due under
Grantor's Promissory Note in the original principal amount of $6,500,000.


GRAND SUMMIT RESORT PROPERTIES, INC.
A Maine Corporation


By:_________________________________
   Its


<PAGE>



                                 ACKNOWLEDGMENT


STATE OF ____________               )
                                    ) ss:
COUNTY OF ___________               )

     The foregoing  instrument was acknowledgment  before me this _______ day of
_________, 2000 by  ________________________________  as ____________________ of
GRAND SUMMIT RESORT PROPERTIES, INC.

     WITNESS my hand and seal.


                                             ___________________________________
                                             Notary Public


[SEAL]


My commission expires:_________________





<PAGE>


                                   Schedule C

               Collateral Assignment of Parking Unit Deed of Trust


<PAGE>



                              COLLATERAL ASSIGNMENT


                              COLLATERAL ASSIGNMENT

     FOR GOOD AND VALUABLE CONSIDERATION,  GRAND SUMMIT RESORT PROPERTIES, INC.,
a Maine Corporation  ("Borrower"),  hereby  collaterally  assigns and transfers,
without  recourse,  to Textron  Financial  Corporation,  a Delaware  corporation
having a mailing  address of 333 East River Drive,  East Hartford,  CT 06108, in
its  capacity as  Administrative  Agent  under that  certain  Loan and  Security
Agreement (as amended, the "LSA"), dated as of September 1, 1998, with Borrower,
as collateral for Borrower's obligations under said LSA all of Borrower's right,
title and interest  under that certain  Deed of Trust,  Assignment  of Rents and
Security  Agreement dated as of September 15, 2000, by and between The Steamboat
Grand  Resort Hotel  Condominium  Association,  Inc.,  a non-profit  corporation
organized  and existing  under the laws of  Colorado,  as Grantor and the Public
Trustee of Routt County,  recorded in the records of Routt  County,  Colorado on
_________________,  2000,  in  Book  _________  at  Page  _____,  Reception  No.
____________,  pursuant to which the Grantor irrevocably granted and conveyed to
the Public  Trustee,  in trust for the  benefit of  Borrower,  certain  property
described  therein to  secure,  inter  alia,  the  payment of amounts  due under
Grantor's Promissory Note in the original principal amount of $6,500,000.


GRAND SUMMIT RESORT PROPERTIES, INC.
A Maine Corporation


By:_________________________________
   Its


<PAGE>



                                 ACKNOWLEDGMENT


STATE OF ____________               )
                                    ) ss:
COUNTY OF ___________               )

     The foregoing  instrument was acknowledgment  before me this _______ day of
_________, 2000 by  ________________________________  as ____________________ of
GRAND SUMMIT RESORT PROPERTIES, INC.

     WITNESS my hand and seal.


                                             ___________________________________
                                             Notary Public


[SEAL]


My commission expires:_________________


<PAGE>



                                   Schedule D

                   Collateral Assignment of Declarant's Rights


<PAGE>



                   COLLATERAL ASSIGNMENT OF DECLARANT'S RIGHTS
                                   (Steamboat)

     This COLLATERAL ASSIGNMENT OF DECLARANT'S RIGHTS (this "Agreement") is made
as of the 15th day of September, 2000.

     1.    Background.  Textron  Financial  Corporation,  a Delaware corporation
having a principal  place of business at 333 East River  Drive,  East  Hartford,
Connecticut 06108  ("Administrative  Agent"),  in its capacity as administrative
agent under that certain Loan and Security  Agreement  (as amended,  the "LSA"),
dated as of  September  1, 1998 among Grand Summit  Resort  Properties,  Inc., a
Maine  corporation  having a principal place of business at P.O. Box 450, Sunday
River Road, Bethel, ME 04217 (the "Borrower"),  and the lenders that are parties
thereto  is the  holder  (on  behalf  of the  aforesaid  lenders)  of a  certain
Combination Deed of Trust,  Security  Agreement and Fixture Financing  Statement
(Steamboat)  given by the Borrower,  dated as of September 1, 1998, and recorded
in Routt  County,  Colorado  (the  "Land  Records")  in Book 750,  Page 1631 (as
amended from time to time,  the "Deed of Trust").  The Borrower is the declarant
(the  "Declarant")  under that certain  Declaration of  Condominium  and Plan of
Quarter  Share  Ownership,  more  particularly  described on Schedule 1 attached
hereto  (as  amended  from time to time,  the  "Declaration"),  relating  to the
Steamboat  Project,  as defined in the LSA and more  particularly  described  on
Exhibit A hereto (the "Project").

     Except as otherwise  specifically  stated  herein,  capitalized  terms used
herein  without  definition  shall have the  meaning  given to such terms in the
Declaration.

     In consideration of the foregoing, and of the mutual promises and covenants
herein  contained  and  contained in the LSA, the  Administrative  Agent and the
Declarant have entered into this Agreement.



<PAGE>


     2.    Confirmation of the Deed of Trust.  The Declarant hereby acknowledges
and confirms that, in granting the Deed of Trust to the Administrative Agent and
entering  into the LSA with the  Administrative  Agent and the lenders  that are
parties  thereto,  Declarant  granted  to the  Administrative  Agent a  security
interest in all of Declarant's rights and interests with respect to the property
described   in  the  Deed  of  Trust  and  the  LSA.   Declarant   does   hereby
unconditionally  and  irrevocably  grant  to  Administrative  Agent  a  security
interest in and a lien upon, and collaterally  assign,  Declarant's  rights as a
declarant  under the  Declaration and all other rights which are reserved to the
Declarant in the Declaration,  including, without limitation, Declarant's rights
under  Section  5.1,  Section  15.5  and  Article  16  of  the  Declaration  and
Declarant's  development  rights and special declarant rights (as such terms are
defined in the Colorado Common Interest Ownership Act, as amended)(collectively,
the "Declarant's Rights"). The aforesaid grant is hereby made for the purpose of
securing the payment and  performance of the  obligations of Declarant under the
Deed of Trust and the LSA, and the terms and provisions of the Deed of Trust and
the LSA are incorporated herein by reference,  as if set forth at length herein.
Such grant is in addition to and not in  substitution  for any rights  which the
Administrative Agent and/or the lenders that are parties to the LSA may now have
or  hereafter  acquire  under  the law of the  State in  which  the  Project  is
situated.

     3.    Additional Covenants of  Declarant.   The  Declarant  hereby  further
covenants and agrees with Administrative Agent as follows:

           3.1 That the Declarant will not, without the prior written consent of
     Administrative  Agent:  (a) exercise any of the  Declarant's  Rights in any
     manner that  materially  and  adversely  affects the operation of Mortgaged
     Property (as defined in the Deed of Trust) or the Project  situated thereon
     (provided,  however,  for  the  sake of  clarity,  Declarant  shall  not be
     required to obtain the prior  written  consent of  Administrative  Agent to
     exercise  any of its  Declarants'  Rights to complete  construction  of the
     first phase of the Project and complete development and construction of the
     second phase of the Project),  (b) take any action, or omit any action, the
     result  of which  taking  or  omission  would be the  loss,  abridgment  or
     termination of any of such  Declarant's  Rights or (c) amend or modify,  or
     approve any amendment or modification of, the Declaration that would modify
     or amend any  right or  remedy  provided  for in  Article 8 or in  Sections
     14.11, 14.12 or 14.13 or Article 16 of the Declaration.

           3.2 That the Declarant shall fully perform all  obligations,  duties,
     agreements and conditions to be performed by the Declarant  under the terms
     and provisions of the  Declaration and under the laws of the State in which
     the  Project  is   situated,   and  that  the   Declarant   shall   provide
     Administrative   Agent  with  such   evidence   of  such   performance   as
     Administrative Agent may reasonably request from time to time.

           3.3 The Declarant acknowledges  and agrees that  Administrative Agent
     is not  responsible  for  any  of the  obligations  or  liabilities  of the
     Declarant  under the  Declaration  and the applicable  laws of the State of
     Colorado,  including without limitation, any obligation or liability of any
     kind to any  purchaser  of  quartershare  interests,  residential  units or
     commercial  units at the Mortgaged  Property,  and  Declarant  specifically
     acknowledges  and agrees that in executing  this  Agreement  Administrative
     Agent makes no  warranties or covenants to any person or party as to title,
     merchantability, fitness for any particular purpose, physical condition, or
     otherwise,  as to the Mortgaged Property,  or any portion thereof,  whether
     such be express or implied.  The Declarant further  acknowledges and agrees
     that neither the execution of this  Agreement by  Administrative  Agent nor
     the  execution  of the Deed of  Trust,  the LSA or any other  agreement  or
     instrument in connection  therewith shall relieve the Declarant from any of
     its  obligations or duties under the  Declaration or the applicable laws of
     the State of Colorado,  and that Administrative  Agent shall have no duties
     or obligations  under the  Declaration or under the applicable  laws of the
     State of  Colorado  until  such time as it should  succeed to the status of
     Declarant in accordance  with the Declaration or pursuant to a deed in lieu
     of  foreclosure  under  the Deed of Trust or  otherwise  by law,  equity or
     agreement.



<PAGE>


          3.4 The Declarant hereby warrants to  Administrative  Agent that as of
     the  date  hereof,  except  as  previously  disclosed  in  writing  to  the
     Administrative  Agent,  (a) it has not  executed  any prior  conveyance  or
     assignment of any Declarant's  Rights or other rights reserved by it in the
     Declaration;  (b)  that it has not  performed  any acts  nor  executed  any
     instruments  which might prevent  Administrative  Agent from exercising the
     terms and  provisions of the Deed of Trust,  the LSA, this Agreement or any
     other document executed and delivered by Declarant to Administrative  Agent
     or which would  limit  Administrative  Agent in the  exercise of its rights
     thereunder or hereunder;  (c) that as of the date hereof,  the Declarant is
     the sole  owner of the  Declarant's  Rights;  and (d) that the  Declarant's
     Rights have been  validly  created  and  reserved  in  accordance  with all
     applicable  requirements  of the laws of the State in which the  Project is
     situated.

     4.   Miscellaneous.   This  Agreement,   and  the  covenants,   conditions,
warranties,  and representations  herein contained,  shall inure to and bind the
successors and assigns of the Declarant and Administrative Agent. Wherever used,
the singular number shall include the plural, and the use of any gender shall be
applicable to all genders.  If any  obligation  or portion of this  Agreement is
determined  to be invalid or  unenforceable  under law,  it shall not affect the
validity or enforcement of the remaining  obligations or portions  hereof.  This
Agreement  is to be  construed  under  the laws of the  State of  Colorado.  All
covenants,  conditions,   provisions,  warranties,  and  other  undertakings  of
Declarant contained in this Agreement, or in the Deed of Trust, LSA or any other
agreement   executed  and  delivered  by  Declarant  in  connection   therewith,
heretofore,  concurrently or hereafter  entered into, shall be deemed cumulative
to and  not in  derogation  or  substitution  of  any of the  terms,  covenants,
conditions or agreements of Declarant herein contained.  The failure or delay of
Administrative  Agent to  exercise  or  enforce  any  rights,  liens,  powers or
remedies hereunder or under any of the aforesaid agreements shall not operate as
a waiver of such liens, rights, powers and remedies, but all such liens, rights,
powers and remedies shall continue in full force and effect. All liens,  rights,
powers and remedies  herein  provided for are cumulative and none are exclusive.
Declarant shall do any and all things necessary, or take any action requested by
Administrative  Agent, to carry out the intent of this Agreement.  Upon the full
and final payment of the Indebtedness,  the Admininistrative Agent shall (at the
sole  cost and  expense  of the  Declarant)  promptly  execute  and  deliver  to
Declarant a voluntary  release and  termination  of this Agreement in recordable
form.

     5. Duplicate  Originals,  Execution in  Counterpart.  Two or more duplicate
originals  hereof  may be  signed  by the  parties,  each of  which  shall be an
original but all of which together shall constitute one and the same instrument.
This  Agreement  may be  executed  in one or  more  counterparts  and  shall  be
effective when at least one  counterpart  shall have been executed by each party
hereto, and each set of counterparts which, collectively, show execution by each
party hereto shall constitute one duplicate original.

      [Remainder of page intentionally blank; next page is signature page]


<PAGE>


     IN WITNESS  WHEREOF,  the  undersigned  have caused this  instrument  to be
executed as of the date and year first above written.



Signed and Acknowledged                     GRAND SUMMIT RESORT
in the Presence of:                         PROPERTIES, INC.




____________________                        By__________________________________
Name:                                         Its:


____________________
Name:




STATE OF                            )
                                    )       ss.
COUNTY OF                           )


     PERSONALLY   APPEARED   the   above-named   ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

         Before me,


                                            ____________________________________
                                            Notary Public/Attorney at Law
                                            Print Name:_________________________
                                            My commission expires:______________



<PAGE>




Signed and Acknowledged                     TEXTRON FINANCIAL
as in the Presence of:                      CORPORATION, Administrative Agent




_________________________                   By________________________________
Name:                                         Its:


_________________________
Name:




STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



     The  foregoing  instrument  was  acknowledged  before  me this  ____ day of
_______________,   2000,  by  ______________,  the  _______________  of  Textron
Financial Corporation, a Delaware corporation, on behalf of said corporation.




                                            ____________________________________
                                            Notary Public
                                            My Commission Expires:





<PAGE>


                                   SCHEDULE 1

Declaration  of  Condominium  and  Plan  of  Quarter  Share   Ownership,   dated
__________, recorded on _______________, at Reception No. ________ in the Office
of the Clerk and Recorder of Routt County, Colorado,  together with that certain
map entitled  ["__________________________"],  dated  ________,  and recorded as
Plan Number  __________ in the Office of the Clerk and Recorder of Routt County,
Colorado.


<PAGE>


                                    EXHIBIT A

                              PROPERTY DESCRIPTION




<PAGE>


                                   Schedule E

                                      Proxy


<PAGE>


                                      PROXY

     This PROXY,  dated as of  September  15,  2000,  is granted by GRAND SUMMIT
RESORT PROPERTIES,  INC., a Maine corporation  ("Grantor"),  having an office in
Bethel,  Maine,  to  TEXTRON  FINANCIAL  CORPORATION,   a  Delaware  corporation
("Grantee"),  not in its individual capacity but as administrative agent for the
lenders  (collectively,  the  "Lenders")  under that  certain  Loan and Security
Agreement,  dated as of  September  1, 1998,  among  Grantor,  Grantee  and such
Lenders (as amended from time to time, the "LSA").


                                R E C I T A L S:

     A.    Grantor,  the  Lenders and Grantee have entered into the LSA pursuant
to which the  Lenders  have  agreed,  upon the terms  and  conditions  set forth
therein, to lend to Grantor up to $105,000,000.

     B.    All  capitalized  terms used  herein and not otherwise  defined shall
have the respective meanings ascribed thereto in the LSA.

     C.    Grantor is  the owner  of  certain  unsold  Quartershare   Interests,
Residential Units and Commercial Units in the Steamboat Project.

     D.    As the owner of such unsold Quartershare Interests, Residential Units
and Commercial  Units,  Grantor has the right to vote on certain matters as more
particularly   described  in  the   Declaration  of  Condominium   and  Plan  of
Quartershare Ownership recorded on ________,  2000, in Reception No. ____ of the
real  property  records of Routt  County,  Colorado  and the  By-Laws in respect
thereof.

     NOW,  THEREFORE,  in order to induce  the  Lenders to enter into the Fourth
Amendment  Agreement to the LSA and to make Advances to Borrower pursuant to the
LSA,  and  in   consideration   therefor,   and  for  other  good  and  valuable
consideration  (the receipt and  sufficiency of which are hereby  acknowledged),
Grantor hereby unconditionally and irrevocably appoints Grantee (with full right
of substitution), by and through any officer thereof, to vote in the name and in
the  place  of  Grantor,  on  all  matters  with  respect  to  which  owners  of
Quartershare Interests,  Residential Units and Commercial Units in the Steamboat
Project may be entitled to vote,  with the same force and effect as Grantor,  at
all and any times during the  existence of an Event of Default  under the LSA or
in  connection  with  any  material  casualty,  taking  or  condemnation  of the
Steamboat Project or any part thereof. The appointment provided for herein shall
be irrevocable.  Grantor shall, upon the request of Grantee,  promptly file this
Proxy  with the  Secretary  of the  Steamboat  Grand  Resort  Hotel  Condominium
Association,  a Colorado  non-profit  corporation.  An affidavit provided to the
Secretary  of such  Association  by Grantee as to the  existence of any Event of
Default  under  the  LSA or in  respect  of any  material  casualty,  taking  or
condemnation  of the  aforesaid  Project or any part thereof shall be sufficient
proof for this Proxy to at once become  operative  and the Secretary may rely on
such  affidavit.  Grantor  shall do all such other  things  (including,  without
limitation,  executing  new  Proxies in favor of  Grantee  from time to time) in
order to comply with the Declaration and By-Laws of such Association.


<PAGE>


     It  is  the   intention  of  Grantor  that  this  Proxy  comport  with  the
requirements of the By-Laws of the aforesaid Association in respect of proxies.


                                            GRANTOR:

                                            GRAND SUMMIT RESORT PROPERTIES, INC.



                                            By:_________________________________
                                               Name:
                                               Title:



STATE OF ______________________
COUNTY OF _____________________                              ________ ____, 2000


     PERSONALLY   APPEARED   the   above-named   ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

         Before me,



                                            Notary Public/
                                            Attorney at Law



                                            ____________________________________
                                            Print Name:_________________________


                                            My commission expires:
                                            (Seal)



<PAGE>


                                   Schedule F

                      Commercial Lease Confirmation Letter


<PAGE>


                       STEAMBOAT SKI & RESORT CORPORATION





                                                              September 15, 2000


Textron Financial Corporation, as Administrative
 Agent
333 East River Drive
East Hartford, CT 06108

     Re:   Lease Agreement dated as of  September 3, 1998 by and  between  Grand
           Summit Resort Properties, Inc.and Steamboat Ski & Resort  Corporation
           for  the  commercial condominium  units at the Steamboat Grand Resort
           Hotel Condominium Condominium

Dear Ladies and Gentlemen:

     At the request of Grand Summit Resort  Properties,  Inc., we hereby confirm
to you that the above-captioned  Lease Agreement is in full force and effect, no
default of Grand Summit Resort  Properties,  Inc. exists  thereunder of which we
are aware and we  acknowledge  that Grand  Summit  Resort  Properties,  Inc. has
collaterally  assigned the  above-captioned  Lease Agreement to you and that all
payments of rent thereunder are to be made to you as you may direct, in writing.

                                   Sincerely,















<PAGE>


                                   Schedule G

                             First Mortgagee Letter




<PAGE>


                          TEXTRON FINANCIAL CORPORATION
                              333 East River Drive
                             East Hartford, CT 06108




                                                              September 15, 2000
VIA HAND DELIVERY

Steamboat Grand Resort Hotel Condominium Association, Inc.
2300 Mt. Werner Circle
Steamboat Springs, Colorado 80487

Dear Ladies and Gentlemen:

     The  undersigned,  in its  capacity  as  administrative  agent on behalf of
certain  lenders,  is the  holder of a Deed of  Trust,  Security  Agreement  and
Fixture  Financing  Statement,  dated as of September 28, 1998,  and recorded on
September  28, 1998 at Reception  Number  499719 in Book 750 at Page 1631 in the
office of the Clerk and Recorder of Routt County, Colorado, as amended from time
to time. Said Deed of Trust,  Security Agreement and Fixture Financing Statement
encumbers all condominium units and quartershare estates created by that certain
Declaration  of  Condominium  and Plan of  Quartershare  Ownership  recorded  at
Reception No. ___ of the Clerk and Recorder of Routt County,  Colorado. The name
and  address  of the  beneficiary  of the  aforesaid  Deed  of  Trust,  Security
Agreement and Fixture Financing Statement is:

             Textron Financial Corporation, as Administrative Agent
                              333 East River Drive
                             East Hartford, CT 06108
                            Attention: Robert Edelson

     The name of the owner of the aforesaid  condominium  units and quartershare
estates is Grand Summit Resort Properties, Inc.

     The  aforesaid  Deed of Trust,  Security  Agreement  and Fixture  Financing
Statement is a first priority deed of trust.

     Textron Financial  Corporation  hereby requests that all notices of actions
provided for in Section 8.3 of the aforesaid Declaration be given to it.



<PAGE>


     The  undersigned,  in its  capacity  as  administrative  agent on behalf of
certain  lenders,  is the  collateral  assignee of a Deed of Trust,  dated as of
September  15,  2000,  and recorded on  September  15, 2000 at Reception  Number
______ in the office of the Clerk and  Recorder of Routt  County,  Colorado,  as
amended  from  time  to  time.   Said  Deed  of  Trust  encumbers  the  "Parking
Unit"created by that certain Declaration of Condominium and Plan of Quartershare
Ownership  recorded  at  Reception  No. ___ of the Clerk and  Recorder  of Routt
County,  Colorado. The name and address designated for notice by the beneficiary
of the aforesaid Deed of Trust is:

             Textron Financial Corporation, as Administrative Agent
                              333 East River Drive
                             East Hartford, CT 06108
                            Attention: Robert Edelson

     The name of the owner of the  aforesaid  Parking  Unit is  Steamboat  Grand
Resort Hotel Condominium Association, Inc.

     The aforesaid Deed of Trust is a first priority deed of trust.

     Textron Financial  Corporation  hereby requests that all notices of actions
provided for in Section 8.3 of the aforesaid Declaration be given to it.

                                   Sincerely,



<PAGE>


Receipt Acknowledged:

STEAMBOAT GRAND RESORT HOTEL CONDOMINIUM ASSOCIATION, INC.



By_____________________________
  Name:
  Title:

Date: September __, 2000







<PAGE>


                                   Schedule H

                             Subordination Agreement



<PAGE>







                             SUBORDINATION AGREEMENT

     KNOW ALL BY THESE PRESENTS:

     THAT,  WHEREAS,  GRAND SUMMIT RESORT PROPERTIES,  INC., a Maine corporation
("Borrower") executed

     (a)    that  certain  Combination  Deed  of  Trust,  Security Agreement and
     Fixture Financing Statement (Steamboat) (the "Deed of Trust"),  dated as of
     September 28, 1998 and recorded on September  28, 1998 under  Reception No.
     499719 in Book 750 at Page 1631 in the Office of the Clerk and  Recorder of
     Routt  County,   Colorado,   securing   indebtedness  (the  "Indebtedness")
     evidenced by

            1.   Steamboat Construction Project Advance Note dated September 28,
            1998  in  favor  of  Textron  Financial  Corporation  in the  stated
            principal  amount of $22,000,000  (subject to adjustments  which may
            not increase the amount of said Note in excess of  $40,000,000)  and
            also securing a junior tranche of indebtedness of $10,000,000

            2.   Steamboat Inventory  Advance Note dated  September  28, 1998 in
            favor of  Textron  Financial  Corporation  in the  stated  principal
            amount of $18,600,000 (subject to adjustments which may not increase
            the amount of said Note in excess of $30,000,000)

            3.   Canyons Construction Project  Advance Note dated  September 28,
            1998  in  favor  of  Textron  Financial  Corporation  in the  stated
            principal  amount of $11,300,000  (subject to adjustments  which not
            increase the amount of said Note in excess of $40,000,000)

            4.   Canyons  Inventory  Advance  Note  dated  September 28, 1998 in
            favor of  Textron  Financial  Corporation  in the  stated  principal
            amount of $11,300,000 (subject to adjustments which may not increase
            the amount of said Note in excess of $40,000,000)

            5.   Steamboat Construction Project Advance Note dated September 28,
            1998  in  favor  of  Green  Tree  Financial  Servicing   Corporation
            (assigned  to Conseco  Finance  Servicing  Corporation  and  further
            assigned to Foothill  Capital  Corporation)  n the stated  principal
            amount of $16,450,000 (subject to adjustments which not increase the
            amount of said Note in excess of $30,000,000)


<PAGE>


            6.   Steamboat Inventory  Advance Note dated  September  28, 1998 in
            favor of Green Tree  Financial  Servicing  Corporation  (assigned to
            Conseco  Finance  Servicing  Corporation  and  further  assigned  to
            Foothill  Capital  Corporation)  in the stated  principal  amount of
            $16,450,000  (subject  to  adjustments  which may not  increase  the
            amount of said Note in excess of $30,000,000)

            7.   Canyons Construction Project  Advance Note dated  September 28,
            1998  in  favor  of  Green  Tree  Financial  Servicing   Corporation
            (assigned  to Conseco  Finance  Servicing  Corporation  and  further
            assigned to Foothill  Capital  Corporation) in the stated  principal
            amount of $8,500,000  (subject to adjustments which not increase the
            amount of said Note in excess of $30,000,000).

            8.   Canyons  Inventory  Advance  Note dated  September 28,  1998 in
            favor of Green Tree  Financial  Servicing  Corporation  (assigned to
            Conseco  Finance  Servicing  Corporation)  in the  stated  principal
            amount of $8,500,000  (subject to adjustments which may not increase
            the amount of said Note in excess of $30,000,000).

            9.   Steamboat Construction Project Advance Note dated June 24, 1999
            in favor of Litchfield Financial Servicing Corporation in the stated
            principal amount of $5,500,000 (subject to adjustments which may not
            increase the amount of said Note in excess of $10,000,000)

            10.  Steamboat  Inventory Advance  Note dated June 24, 1999 in favor
            of  Litchfield   Financial  Servicing   Corporation  in  the  stated
            principal amount of $5,500,000 (subject to adjustments which may not
            increase the amount of said Note in excess of $10,000,000)

            11.  Canyons  Construction  Project Advance Note dated June 24, 1999
            in favor of Litchfield Financial Servicing Corporation in the stated
            principal amount of $2,850,000 (subject to adjustments which may not
            increase the amount of said Note in excess of $10,000,000)

            12.  Canyons Inventory  Advance Note dated June 24, 1999 in favor of
            Litchfield  Financial Servicing  Corporation in the stated principal
            amount of $2,850,000  (subject to adjustments which may not increase
            the amount of said Note in excess of $10,000,000)

            13.  Canyons Construction  Project Advance  Note dated June 24, 1999
            in favor of  Finova  Capital  Corporation  in the  stated  principal
            amount of $30,000,000

            14.  Canyons Inventory  Advance Note dated June 24, 1999 in favor of
            Finova  Capital  Corporation  in  the  stated  principal  amount  of
            $30,000,000



<PAGE>


            which Deed of Trust was recorded on September 28, 1998, at Reception
            Number 499719 in Book 750 at Page 1631 of the real property  records
            of Routt County,  Colorado,  for the use of the Administrative Agent
            on behalf of certain  lenders and creditors  referred to therein and
            which Mortgage is a lien against the property  described herein (the
            "Property") and

            (b)  that certain Assignment of Rents and Leases (the "Assignment of
            Rents"),  dated as of September 28, 1998, securing the Indebtedness,
            which  Assignment  of Rents was  recorded on  September  28, 1998 at
            Reception  Number  499720  in  Book  750 at Page  1632  of the  real
            property records of Routt County,  Colorado,  for the benefit of the
            Administrative  Agent on behalf of  certain  lenders  and  creditors
            referred to therein and which  Assignment of Rents is a lien against
            certain  leases,  rents,  profits,  and  other  income  revenues  or
            payments in respect of the Property; and

            (c)  the LSA for the  benefit of the  lenders  and  other  creditors
            referred to therein and which LSA  creates a security  interest  and
            lien  in  respect  of the  Property  and  all  improvements  now and
            hereafter  located  thereon  including  all  facilities,   roadways,
            furnishings,   equipment  and  all  other  appurtenances   thereunto
            belonging; and

    WHEREAS,  the Borrower has executed a Declaration of Condominium and Plan of
Quartershare  Ownership  and recorded the same on September  ___,  2000, in Book
_______, at Page _______, of the real property records of Routt County, Colorado
(the "Declaration"),  and Borrower has executed that certain Condominium Map and
Plat and recorded the same on September  __, 2000, in Book ____, at Page_____ of
the real property records of Routt County, Colorado (the "Map"); and

    WHEREAS,  Borrower  intends to develop the Property as an interval  interest
resort  including the sale and conveyance of interval  interests  under Colorado
law and in connection therewith Borrower has executed the Declaration to subject
the property to such regime; and



<PAGE>


    WHEREAS, Borrower has requested the Administrative Agent to consent to, join
in, and subordinate  the lien of its Deed of Trust,  Assignment of Rents and LSA
to the  Declaration  which  the  Administrative  Agent,  acting on behalf of the
lenders  under the LSA, is willing to do,  provided  that (a) its Deed of Trust,
Assignment  of Rents and LSA shall  otherwise be and remain a first lien against
the  Condominium  Units,  including,   furnishings,   equipment  and  all  other
appurtenances thereunto belonging, created by the Declaration and subject to any
other  encumbrances  and releases  expressly  permitted under the Deed of Trust,
Assignment  of Rents or LSA, (b) its Deed of Trust,  Assignment of Rents and LSA
shall  otherwise be and remain a first lien against all of the other property of
the  Borrower  described  in the Deed of Trust,  Assignment  of  Rents,  and LSA
(including,  without  limitation,  the  rights  of  the  Borrower  in and to the
unreleased   quartershare   interests,   residential  units,  commercial  units,
development  rights and special  declarant  rights that arise as a result of the
recordation  of the  Declaration,  the purchase and sale  agreements  in respect
thereof and all of the  proceeds  in respect  thereof  )and (c) all  payments in
respect to of the Lease Agreement  dated as of September 3, 1998,  between Grand
Summit Resort Properties, Inc. as lessor and Steamboat Ski Resort Corporation as
lessee,  between the Borrower  and  Steamboat  Grand  Resort  Hotel  Condominium
Condominium  Association , Inc. and that certain  promissory note from Steamboat
Grand Resort Hotel Condominium Condominium Association,  Inc. to the Borrower in
the stated principal amount of $6,500,000, shall continue to be made directly to
the  Administrative  Agent  free  and  clear  of any  claim  thereto  under  the
Declaration.

    NOW  THEREFORE,  in  consideration  of One Dollar ($1.00) and other good and
valuable  consideration,   the  receipt  whereof  is  hereby  acknowledged,  the
undersigned  Administrative  Agent hereby consents to and joins in the execution
and recording of the Declaration and Map and agrees that the lien of its Deed of
Trust, Assignment of Rents, and LSA, to the extent above described, shall be and
hereby are made  subordinate,  secondary,  and subject to the Declaration and to
the Map, as each may be amended in accordance  with its terms from time to time,
and to the effect thereof  (including  without limitation the creation of Common
Elements).

Further, Administrative Agent agrees to execute such additional evidence of
subordination of its Deed of Trust, Assignment of Rents and LSA as may be
reasonably requested by Borrower (at Borrower's sole cost).

By execution and recording of this Subordination Agreement, the Administrative
Agent agrees and acknowledges that the Property described in the Deed of Trust
and Assignment of Rents shall hereinafter be described in accordance with the
Map and the Declaration.

Dated this _____ day of September, 2000


                                          TEXTRON FINANCIAL CORPORATION, as
                                          Administrative Agent

                                          By____________________________________
                                            Name:
                                            Its:



<PAGE>





STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



    The foregoing  instrument was acknowledged  before me this day of September,
2000, by ______________, the _______________ of Textron Financial Corporation, a
Delaware      corporation,      on      behalf      of     said      corporation


                                                ________________________________
                                                Notary Public
                                                Print Name:

                                                My Commission Expires:
                                                [Seal]



<PAGE>


                                   Schedule I

                               Default Certificate


<PAGE>


                             CERTIFICATE OF OFFICER
                GRAND SUMMIT RESORT PROPERTIES, INC., AS BORROWER


     I,  ____________________,  hereby  certify  that I am the  _______ of GRAND
SUMMIT RESORT PROPERTIES, INC. (the "Borrower"), a Maine corporation,  and that,
as such, I am authorized to execute and deliver this Certificate in the name and
on behalf of the Borrower, and that:

     1.    This certificate is being delivered to Textron Financial Corporation,
as  Administrative  Agent,  pursuant to Section 3.16 of the Borrower's  Loan and
Security Agreement (as amended,  the "LSA"),  dated as of September 1, 1998 with
Textron  Financial  Corporation,  as  Administrative  Agent,  Textron  Financial
Corporation, as a lender, and the other lenders party thereto. The terms used in
this  Certificate  and not defined  herein  shall have the  respective  meanings
ascribed to them in the LSA.

     2.    No Default or Event of Default exists under the LSA.

     IN WITNESS  WHEREOF,  I have executed this  Certificate  in the name and on
behalf of the Borrower and under its corporate  seal this ____ day of September,
2000.




                                                  ______________________________
                                                  Name:



<PAGE>


                                   Schedule J

                         Form of Colorado Legal Opinions


<PAGE>


                                                                          (Date)


Textron Financial  Corporation,  as  Administrative  Agent and on  behalf of the
Lenders (as defined below)
333 East River Drive
East Hartford, CT 06108


     Re:  Loan and Security  Agreement (as amended from time to time, the "LSA")
          among  Textron  Financial   Corporation,   as  Administrative   Agent,
          ("Administrative  Agent"),  Grand Summit Resort  Properties,  Inc., as
          borrower ("Borrower"),  Textron Financial Corporation,  as lender, and
          the other lenders party thereto (Textron Financial Corporation and the
          other lenders are referred to, collectively,  as the "Lenders"), dated
          as of September 1, 1998 - $145,000,000 loan facility (the "Loan")

Ladies and Gentlemen:

     We are  Colorado  counsel  for the  Borrower  and  Grand  Summit  Steamboat
Condominium Association,  Inc., a Colorado nonprofit corporation (the "Steamboat
Association").  Capitalized  term used but not defined  herein are used with the
meanings assigned to them in the LSA.

     In  connection  with the  transactions  contemplated  by the  LSA,  we have
represented the Borrower with respect to certain Colorado matters. In connection
with  the  establishment  of a  condominium  and  quartershare  regimen  at  the
Steamboat Project we have represented the Steamboat Association.

     You have requested that we opine (1) as to the continued  enforceability of
the Steamboat  Blanket Mortgage and certain other Security  Documents in respect
of the  Steamboat  Project  after giving  effect to the  Administrative  Agent's
execution  and  delivery of that  certain  Subordination  Agreement of even date
herewith,  as  contemplated  in Section 3.16 of the LSA, and the  execution  and
delivery by the  parties to the LSA of the Fourth  Amendment  Agreement  of even
date herewith,  (2) as to the  enforceability  of certain licenses and financing
documents to be entered into by the Steamboat  Association  and (3) on the legal
sufficiency  of those  certain  documents  executed and recorded by the Borrower
relating to the condominium and  quartershare  regimen being  established at the
Steamboat  Project under the Colorado Common Ownership  Interest Act, as amended
and the  Colorado  Condominium  Ownership  Act,  as amended  (collectively,  the
"Acts").

     In  connection  with our  representation  of the Borrower and the Steamboat
Association and for purposes of this opinion,  we have made such  investigations
of law and fact as we have  deemed  necessary  and  relevant  as a basis for our
opinion  hereinafter set forth, and have examined originals or copies identified
to our satisfaction of the following documents:

          (a) the LSA including the Fourth Amendment Agreement thereto;


<PAGE>



          (b) the Blanket Mortgage for the Steamboat Project;

          (c) the Assignment of Rent for the Steamboat Project;

          (d) the Subordination  Agreement of even date herewith executed by the
     Administrative Agent;

          (e) the Assignment of Declarant's Rights for the Steamboat Project,

          (f)  Declaration  of Condominium  and Plan of Quarter Share  Ownership
     ("Declaration")  to be  recorded  in the  real  property  records  of Routt
     County, Colorado;

          (g)  Bylaws  of  The   Steamboat   Grand  Resort   Hotel   Condominium
     Association, Inc. (the "Bylaws");

          (h) Articles of Incorporation  of [Grand Summit Steamboat  Condominium
     Association, Inc.] (the "Articles of Incorporation");

          (i) a Promissory  Note (the "Parking Unit Note") made by the Steamboat
     Association  to the order of  Borrower  in the stated  principal  amount of
     $6,500,000  and  the  Deed of  Trust,  Assignment  of  Rents  and  Security
     Agreement  securing the same (the "Parking Unit Deed of Trust;" the Parking
     Unit  Note and the  Parking  Unit  Deed of Trust are  referred  to  herein,
     collectively, as the "Parking Unit Financing Documents");

          (j) Collateral Assignment (the "Collateral Assignment") of the Parking
     Unit Financing Documents.

     In rendering  our opinion,  we have made such  investigations  of law as we
have  deemed  necessary  and  relevant as a basis for our  opinion,  and we have
assumed, with your concurrence, the following:

          (i) the authenticity of all documents submitted to us as originals;

          (ii) the  conformity  of any  documents  submitted  to us as copies to
     their respective authentic originals;

          (iii) the authenticity of all signatures (other than those of officers
     and directors of Borrower or the Steamboat Association);

          (iv) as to each  Person  other  than the  Borrower  and the  Steamboat
     Association, the power and authority of such Person to execute and deliver,
     and the due  authorization,  execution  and delivery by such Person of, all
     documents, instruments and agreements to which such Person is a party; and

          (v) that the  Borrower is the owner of the  Collateral  and has rights
     therein.


<PAGE>


     In  addition,  in  rendering  our  opinion,  we have  made  no  independent
investigation as to any matter of fact in any opinion  contained herein nor have
we  independently  verified any  information  obtained  from the officers of the
Borrower, except as set forth herein.

     Based upon the foregoing, it is our opinion that:

     2.   The  Blanket  Mortgage, the  Assignment of Rents,  the  Assignment  of
Declarant's   Rights  for  the  Steamboat  Project  and  Collateral   Assignment
constitute,  to the extent  Colorado law is  applicable  thereto,  the valid and
binding  obligations  of the  Borrower,  enforceable  in  accordance  with their
respective terms, except as such terms may be limited by bankruptcy,  insolvency
or similar laws affecting the enforcement of creditors'  rights  generally or by
general equitable principles affecting the availability of equitable remedies.

     The Parking Unit Financing Documents constitute, to the extent Colorado law
is  applicable  thereto,  the valid and  binding  obligations  of the  Steamboat
Association,  enforceable in accordance with its terms, except as such terms may
be limited by bankruptcy,  insolvency or similar laws affecting the  enforcement
of creditors' rights generally or by general equitable  principles affecting the
availability of equitable remedies.

     3.    The  Parking Unit Note does not bear a rate of  interest,  require  a
calculation  of the accrual of interest or provide for any other  charges or for
the  application  of  payments  which  contravene  any usury law or other law or
statute  of the  State of  Colorado  which  regulates  or limits  the  amount of
interest that may be contracted for or charged, the calculation of such interest
or the application of payments to principal, interest and other charges.

     4.    Each of the  Blanket Mortgage and  the  Assignments  of Rent  for the
Steamboat  Project  continues to be effective to create a valid and  enforceable
Lien with  respect to the  Property  described  therein  under  Colorado law and
secures the Loan, including, without limitation, all future Advances that may be
made by the Lenders  pursuant to the LSA. Each of the  Assignment of Declarant's
Rights  and the  Collateral  Assignment  is  effective  to  create  a valid  and
enforceable Lien with respect to the Property  described  therein under Colorado
law and secures the Loan,  including,  without  limitation,  all future Advances
that may be made by the Lenders pursuant to the LSA.

     5.    When  executed by  the Borrower,  acknowledged and recorded  together
with the plat and plans in respect thereof in the real property records of Routt
County,  Colorado in accordance with the Act, the  Declaration  (with the Bylaws
attached thereto) is sufficient to create a time-span estate condominium project
under the Act.

     5.    The Steamboat  Association  has  been  duly  formed  as  a  nonprofit
corporation,  is validly  existing and is in good standing,  in each case, under
applicable Colorado law.

     The  foregoing  opinions  are based on, and are  limited to, the law of the
State of Colorado and the  relevant law of the United  States of America as they
presently exist.



<PAGE>


                                   Schedule K

                            Inside Counsel's Opinion




<PAGE>


                                                                          (Date)


Textron  Financial  Corporation,  as  Administrative  Agent and on behalf of the
Lenders (as defined below)
333 East River Drive
East Hartford, CT 06108


     Re:  Loan and Security  Agreement (as amended from time to time, the "LSA")
          among  Textron  Financial   Corporation,   as  Administrative   Agent,
          ("Administrative  Agent"),  Grand Summit Resort  Properties,  Inc., as
          borrower ("Borrower"),  Textron Financial Corporation,  as lender, and
          the other lenders party thereto (Textron Financial Corporation and the
          other lenders are referred to, collectively,  as the "Lenders"), dated
          as of September 1, 1998 - $145,000,000 loan facility (the "Loan")

Ladies and Gentlemen:

     I am the  [general]  counsel  for the  Borrower.  In  connection  with  the
transactions   contemplated  by  the  LSA,  I  have  represented  the  Borrower.
Capitalized term used but not defined herein are used with the meanings assigned
to them in the LSA.

     You have requested that I opine as to the continued  enforceability  of the
LSA and the other Security Documents under Maine law in respect of the Steamboat
Project after giving effect to the Administrative Agent's execution and delivery
of that certain  Subordination  Agreement of even date herewith, as contemplated
in Section 3.16 of the LSA, and the execution and delivery by the parties to the
LSA of the Fourth Amendment Agreement of even date herewith.

     In connection  with my  representation  of the Borrower and for purposes of
this opinion,  I have made such  investigations of law and fact as I have deemed
necessary and relevant as a basis for my opinion hereinafter set forth, and have
examined  originals or copies  identified  to my  satisfaction  of the following
documents:

          (a)      the LSA including the Fourth Amendment Agreement thereto;

          (b)      the Blanket Mortgage for the Steamboat Project;

          (c)      the Assignment of Rent for the Steamboat Project;

          (d)      the Subordination Agreement of even date herewith executed by
     the Administrative Agent;

          (e)      the  Assignment  of  Declarant's  Rights  for  the  Steamboat
     Project,
<PAGE>


          (f)      a  Promissory   Note  (the "Parking Unit Note")  made  by the
     Steamboat  Association  to the order of  Borrower  in the stated  principal
     amount  of  $6,500,000  and the Deed of  Trust,  Assignment  of  Rents  and
     Security Agreement securing the same (collectively,  the "Parking Unit Deed
     of Trust;"  the Parking  Unit Note and the  Parking  Unit Deed of Trust are
     referred  to  herein,   collectively,   as  the  "Parking  Unit   Financing
     Documents"); and

          (i)      Collateral  Assignment (the  "Collateral  Assignment") of the
     Parking Unit Financing Documents.

          In rendering my opinion,  I have made such  investigations of law as I
have  deemed  necessary  and  relevant  as a basis  for my  opinion,  and I have
assumed, with your concurrence, the following:

          (i) the authenticity of all documents submitted to me as originals;

          (ii) the  conformity  of any  documents  submitted  to me as copies to
     their respective authentic originals;

          (iii) the authenticity of all signatures (other than those of officers
     and directors of Borrower);

          (iv)  as to each  Person  other  than  the  Borrower,  the  power  and
     authority of such Person to execute and deliver, and the due authorization,
     execution and delivery by such Person of, all  documents,  instruments  and
     agreements to which such Person is a party; and

          (v) that the  Borrower is the owner of the  Collateral  and has rights
     therein.

     Based upon the foregoing,  it is my opinion that the LSA, as amended by the
Fourth Amendment Agreement,  the Blanket Mortgage for the Steamboat Project, the
Assignment of Rents for the Steamboat  Project,  the  Assignment of  Declarant's
Rights for the Steamboat Project and the Collateral  Assignment  constitute,  to
the extent Maine law is applicable thereto, the valid and binding obligations of
the Borrower, enforceable in accordance with their respective terms.

     The opinion set forth above is subject to the following  qualifications and
assumptions:

          (i)  the  enforceability  of any  obligation  of the  Borrower  may be
     limited by bankruptcy,  insolvency,  reorganization,  moratorium,  or other
     laws or rules of law or  equity  affecting  the  enforcement  generally  of
     creditors  rights and  remedies,  the  discretion of the Court before which
     equitable relief is requested, and laws relating to fraudulent transfers or
     conveyances, preferences and equitable subordination;

          (ii) no  opinion  is  given  herein  as to the  enforceability  of any
     provision of any agreement relating to confirming jurisdiction of, or venue
     in, any court,  waivers of jury  trials,  defenses  or other  remedies,  or
     establishing evidentiary standards;


<PAGE>


          (iii) no opinion is given  herein as to whether any  provision  of the
     above documents or any right granted to the  Administrative  Agent pursuant
     thereto is specifically  enforceable in equity or as to the availability of
     any specific remedies;

          (iv) no  opinion  is given as to  security  interests  in (a) any bank
     accounts or policies of insurance  (except to the extent  proceeds  thereof
     are  subject  to  Article 9 of the  Uniform  Commercial  Code),  or (b) any
     contracts,  licenses or permits not assignable or limited in  assignability
     by their terms or by law,  except for any  account or a general  intangible
     for money due or to become due thereunder;

          (v) the enforcement of any of your rights will in all cases be subject
     (a) to your  implied  duty of good faith and fair dealing and (b) as to any
     of  your  rights  to  collateral  security,  to  your  duty  to  act  in  a
     commercially reasonably manner;

          (vi) no opinion is  expressed  as to whether a court will enforce your
     rights to exercise  remedies upon the happening of a nonmaterial  breach of
     the  Security  Documents   (including   material  breaches  of  nonmaterial
     provisions thereof);

          (vii)  no  opinion  is  expressed  as to  the  enforceability  of  any
     indemnity,  hold harmless,  exculpation or  contribution  obligation to the
     extent that such  indemnity,  hold harmless,  exculpation,  contribution or
     reimbursement obligation is, with respect to any action, omission, event or
     circumstance,  contrary to public policy, or which prospectively releases a
     party from liability for its wrongful or negligent acts;

          (viii)  no  opinion  is  expressed  as to  the  enforceability  of any
     provision  of the  above  documents  which  purports  to  grant a power  of
     attorney  in  favor  the  Administrative   Agent  in  connection  with  the
     collection of rent or otherwise;

          (ix) no opinion is  expressed  as to the  effect of the  following  on
     enforceability of the above documents;

               (I)  avoidance  of liens  granted  on  property  of the  Borrower
          Property  under  the  U.S.   Bankruptcy  Code  or  the  Maine  Uniform
          Fraudulent  Transfers Act (or similar  statutory or common law schemes
          of Vermont or New Hampshire) as a fraudulent or preferential  transfer
          for less than reasonably  equivalent value or transfers made while the
          transferor was insolvent or which render the transferor insolvent; or

               (II) avoidance of liens granted on Property of the Borrower under
          the doctrine of equitable subordination.

          (x) no opinion is expressed as to  individual  remedial  provisions of
     the above  documents,  which may be limited or  rendered  unenforceable  by
     applicable  laws or  interpretations;  however in my opinion  such laws and
     interpretations  do not, subject to the other  assumptions,  qualifications
     and exceptions and limitations of this letter,  affect the overall validity
     of  such  documents  or  interfere  with  substantial  realization  of  the
     principal benefits purported to be provided by such documents;



<PAGE>


          (xi) the rights of the Administrative  Agent to take possession of the
     Collateral  may be limited  to  circumstances  in which the  Administrative
     Agent can take possession "peaceably" and without use of force;

          (xii)  determination of damages and entitlement to  reimbursement  for
     costs and expenses  (including,  without  limitation,  attorneys'  fees) is
     within the  judicial  discretion  of the court  before which such relief is
     requested;

          (xiii) the statutes of Maine provide that the  acceptance by a secured
     lender of anything of value for  application  against  mortgage debt during
     the pendency of a foreclosure  action shall, in the absence of an agreement
     to the contrary,  waive the foreclosure action; therefore provisions of any
     Mortgage purporting to provide such an agreement to the contrary may not be
     enforceable unless affirmed or ratified by the Borrower at the time partial
     payments are made and received during the pendency of foreclosure;

          (xiv)  pursuant to the holding of the Maine Supreme  Judicial Court in
     Canal  National  Bank v.  Becker,  431 A.2d 71 (Me.  1981),  a mortgagor is
     permitted  to  introduce  parole  evidence to show that the parties did not
     intend an advance  made  subsequent  to the  recording  of a mortgage to be
     secured by a previously granted mortgage, and, to this extent, evidence may
     be admitted to vary the terms of any of the Security Documents;

          (xv)  no  opinion  is  expressed  with  respect  to  the  validity  or
     enforceability of provisions of any of the Security Documents purporting to
     render  ineffective an otherwise valid waiver of the terms of such Security
     Document on account of the lack of a writing;

          (xvi)  assignment  to the  Administrative  Agent of any  interest in a
     Borrower's  trademarks  in  connection  with a  foreclosure  proceeding  or
     otherwise will be invalid unless the  Administrative  Agent is also at such
     time in possession of the good will  associated  with said  trademarks  and
     sufficient  assets of  Borrower's  business to  reproduce  the goods and/or
     services designated by such trademarks;

          (xvii) no opinion is expressed as to whether or not the after acquired
     property  provisions  of the above  documents  give rise to a valid lien in
     subsequent   specific   trademark   and/or   patent   applications   and/or
     registrations without recordation of an instrument  specifically describing
     the same and the  Administrative  Agent's  interest  therein and subjecting
     such interest to the lien created by said security documents; and



<PAGE>


          (xviii) no  opinion  is  expressed  as to any  provision  of the above
     documents  which  provides  for the payment of interest on interest  (other
     than the funding by Lenders of construction  period interest or the funding
     of  transactional  costs as set  forth in the  LSA) or  increased  rates of
     interest in the event of a default and/or late charges upon  delinquency in
     payments or in the event of a default, liquidation damages or prepayment of
     premiums,  if any,  to the  extent  they  are  deemed  to be  penalties  or
     forfeitures, or authorizes the Lenders to set-off and apply any deposits at
     any time held, and any other indebtedness at any time owing, by the Lenders
     to or for the account of the  Borrower.  Although a right of set off is not
     contrary to law, I call your  attention  to a lender's  obligation  of good
     faith and fair dealing and the possibility  that  unilateral  exercise of a
     right of set off could,  in certain  circumstances,  be deemed  contrary to
     that obligation or public policy.

          (xix) no opinion is expressed as to the effect on this opinion of: (i)
     the compliance or non-compliance of the Lenders with any state,  federal or
     other laws or regulations applicable to it; or (ii) the legal or regulatory
     status or the nature of the business of the Lenders.

     This opinion is provided  solely for the benefit of the addressees  hereof,
their  successors  or assigns,  for use in  connection  with the  execution  and
delivery of the aforesaid Subordination  Agreement, and no other person may rely
upon this opinion without my prior written consent.