TERMS OF EMPLOYMENT
                                 Hernan Martinez
                                 April 28, 2000


Position:                Chief Operating Officer, American Skiing Company Resort
                         Properties, Inc.
                         Sr. Vice President American Skiing Company

Job:                     Description:  Responsible  for  management  of all real
                         estate   operations   and   divisions   and  ultimately
                         responsible for  and  accountable  for  achieving  both
                         functional  and  financial  real  estate  objectives as
                         outlined in the annual Business Plan and Budget.

Employment Status:       Employee at will.  This memorandum is not intended as a
                         contract or agreement of  employment  and no commitment
                         is made by ASC or  its subsidiary to employment for any
                         specific period of time.  Continuation of employment is
                         the discretion of ASC or its subsidiary.

Compensation:            o   Annual Base Salary: $300,000 (paid weekly, reviewed
                             every 12 months.)
                         o   Bonus: Employee is eligible for bonus of up to  70%
                             of annual base salary in accordance with  ASC bonus
                             plan.  Employee will not be eligible to participate
                             in the bonus plan for FY '00 (which is  payable  in
                             FY '01)

Stock Options:           400,000  shares  of  incentive  stock options under the
                         Company's incentive  stock  option plan will be granted
                         on employment start date with a strike price calculated
                         based  on  ASC's  shares  average price for the 4 weeks
                         preceding April 28,2000, plus a 10% premium. This grant
                         will vest on a 4 year vesting  schedule, (25% per year)
                         beginning on the first anniversary of  the  grant date,
                         provided, however,  that no options will be exercisable
                         for  two  years  following  the  grant  date. All other
                         grants will  have amounts,  strike  price  and  vesting
                         schedule according to the terms set by the Compensation
                         Committee.

Severance:               During   the  first   three years of employment, in the
                         event    of   involuntary   termination  of  employment
                         by  the   Company   without cause or as a  result  of a
                         change   in    control   of American   Skiing  Company,
                         severance  will  be paid in an  amount   equal  to  one
                         year's base compensation.

Benefits:                   1)  Vacation Benefits and Moving
                                a) Employee will be reimbursed for up to $25,000
                                   of relocation  expenses  in  connection  with
                                   commencement of employment
                                b) Employee  will be eligible for four (4) weeks
                                   annual vacation
                                c) Employee will be  eligible for  participation
                                   in Company health and 401k programs,  subject
                                   to applicable waiting periods
                                d) Company  will  pay  up to $11,118 per year of
                                   premiums   for    employee's   existing  life
                                   insurance and disability  policies.  Employee
                                   will be  responsible  for  any  resulting tax
                                   liability.

Location:                Employee will divide  time  between  Company's  eastern
                         and  western  resorts (estimated in 50/50 of the time).
                         Company will provide  employee with the vehicle benefit
                         extended to Company Executives.  For the first 6 months
                         of  employment:   ASC  to  provide  a $2,000  per month
                         housing  allowance  for  housing   in   Bethel  and  an
                         apartment  in  the  GSH at the  Canyons. In addition, a
                         vehicle in  each  location.  After the  first 6 months:
                         Employee will pay for his housing and car costs  at the
                         location of his preference.  ASC to pay for housing and
                         car at the other.


/s/Leslie B. Otten                              /s/Hernan Martinez
---------------------------                     --------------------------------
Leslie B. Otten                                 Hernan Martinez
President
American Skiing Company
Resort Properties, Inc.

Date:_______________________                    Date:___________________________