EXECUTION COPY









                             STOCKHOLDERS' AGREEMENT

                                      Among

                            AMERICAN SKIING COMPANY,

                        OAK HILL CAPITAL PARTNERS, L.P.,

                   THE OTHER ENTITIES NAMED IN ANNEX A HERETO

                                       and

                                 LESLIE B. OTTEN

                           Dated as of August 6, 1999












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                             STOCKHOLDERS' AGREEMENT


                  STOCKHOLDERS'   AGREEMENT   dated   August   6,   1999   (this
"Agreement")  among  OAK  HILL  CAPITAL  PARTNERS,   L.P.,  a  Delaware  limited
partnership  ("Oak Hill") and the other entities  identified in Annex A attached
hereto  (together  with Oak Hill,  the  "Stockholders"),  LESLIE B. OTTEN  ("Mr.
Otten") and AMERICAN SKIING COMPANY, a Maine corporation (the "Company").

                  WHEREAS,  the  execution  and delivery of this  Agreement is a
condition  to the  obligations  of the  Company and the  Stockholders  under the
Preferred  Stock  Subscription  Agreement  dated July 9, 1999 by and between the
Company and the Stockholders (the "Subscription  Agreement"),  pursuant to which
the Company shall sell to the Stockholders,  and the Stockholders shall purchase
from  the  Company,  the  Company's  8.5%  Series  B  Convertible  Participating
Preferred Stock,  par value $.01 per share (the "Series B Preferred"),  upon the
terms and subject to the conditions set forth in the Subscription Agreement;

                  WHEREAS, upon consummation of the transaction  contemplated by
the Subscription Agreement,  the Stockholders will beneficially own an aggregate
of 150,000 shares of Series B Preferred,  each of which may be convertible  into
shares of the  Company's  common  stock,  par value $.01 per share (the  "Common
Stock"); and

                  WHEREAS,  the Company, Mr. Otten and the Stockholders now wish
to enter into this Agreement to set forth their  agreement as to the matters set
forth  herein  with  respect  to,  among  other  things,  representation  on the
Company's  Board of Directors  (the "Board") and the Transfer (as defined below)
of the Restricted Securities (as defined below);

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  agreements and covenants  hereinafter set forth,  and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  Company,  Mr.  Otten and the  Stockholders  hereby  agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

                   SECTION 1.01.  Definitions ( Unless otherwise defined in this
Agreement,  capitalized  terms are used  herein as defined  in the  Subscription
Agreement.

                  (b) As used in this Agreement,  the following terms shall have
the following meanings:



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                                        2



                  "Affiliate"  has the meaning  set forth in Rule  12b-2,  as in
effect on the date hereof, under the Exchange Act.

                  "Associate"  has the meaning  set forth in Rule  12b-2,  as in
effect on the date hereof, under the Exchange Act.

                  "Beneficially Own" has the meaning set forth below:

                  A Person shall be deemed to "Beneficially Own" any securities:

                  (i) of which such Person or any of such Person's Affiliates or
         Associates is considered to be a "beneficial owner" under Rule 13d-3 of
         the Exchange Act, as in effect on the date of this Agreement;

                  (ii) which are Beneficially Owned, directly or indirectly,  by
         any other Person (or any  Affiliate or Associate of such other  Person)
         with  which  such  Person  (or  any  of  such  Person's  Affiliates  or
         Associates) has any agreement, arrangement or understanding (whether or
         not in  writing),  for the  purpose of  acquiring,  holding,  voting or
         disposing of such securities; or

                  (iii) which such Person or any of such Person's  Affiliates or
         Associates,  directly or indirectly,  has the right to acquire (whether
         such right is exercisable immediately or only after the passage of time
         or upon the  satisfaction  of  conditions)  pursuant to any  agreement,
         arrangement  or  understanding  (whether or not in writing) or upon the
         exercise of conversion  rights,  exchange rights,  rights,  warrants or
         options, or otherwise.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which banks are required or  authorized  by law to be closed in The
City of New York or the State of Maine.

                  "By-laws"  means the  by-laws of the  Company,  as amended and
restated as of the date hereof and as may be amended from time to time.

                  "Change of  Control"  means any event that gives any Person or
Group other than holders of the Series B Preferred, the Stockholders,  Mr. Otten
or their  Permitted  Transferees  the ability to control the Company (a) through
the acquisition of either (i) substantially all of the assets of the Company and
its  Subsidiaries,  taken as a whole, or (ii) a majority of the aggregate voting
power of the Company's  capital stock or (b) by otherwise being able to elect or
designate a majority of the Board through a management contract or otherwise.



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                  "Class A Common  Stock"  means  the  Company's  Class A common
stock, par value $.01 per share.

                  "Class A Director" means a Director  elected by holders of the
Class A Common Stock pursuant to the Articles of Incorporation.

                  "Common  Stock  Director"  means  a  Director  elected  by the
holders of Common Stock pursuant to the Articles of Incorporation.

                  "Conversion  Stock"  means  the  Common  Stock  issued  by the
Company upon conversion of the Series B Preferred.

                  "Director" means a member of the Board.

                  "Employee Plan" means any equity  incentive  plan,  agreement,
bonus,  award, stock purchase plan, stock option plan or other stock arrangement
with respect to any directors, officers or other employees of the Company.

                  "Executive  Committee"  means the  executive  committee of the
Board established in accordance with the By-laws.

                  "Fair Market Value" shall mean for any applicable  measurement
date the  closing  price of the  Common  Stock on the NYSE or, in the event that
trading hours on the NYSE are extended past 4:00 p.m. (EST), the last sale price
at 4:00 p.m. (EST).

                  "Fully Diluted  Basis" means,  in respect of the Common Stock,
the method of calculating the number of shares of Common Stock outstanding on an
applicable  measurement  date,  pursuant to which the following  shares shall be
deemed to be outstanding: (i) all shares of Common Stock outstanding on the date
hereof,  (ii) all shares of Common Stock issuable upon conversion of outstanding
shares of the Class A Common Stock or the Series B  Preferred,  (iii) all shares
of Common Stock  issued after the date hereof  pursuant to the exercise of stock
options under Employee Plans or upon conversion of the Class A Common Stock, the
Series B  Preferred  or the Senior  Preferred  Stock,  (iv) all shares of Common
Stock  issuable  pursuant  to any  securities  or stock  options of the  Company
outstanding at any time which are convertible  into or exercisable for shares of
Common Stock at a conversion or exercise price at or below the then current Fair
Market  Value of the Common  Stock,  (v) any shares of Common Stock issued after
the date hereof,  other than pursuant to clause (ii),  (iii) or (iv) above, at a
price per share at or above $10.50 per share;  provided  that such  issuance has
been  approved  by at least  eight  members  of the Board and (vi) any shares of
Common Stock issued for any consideration  other than cash as may be approved by
the Board.



<PAGE>


                  "Group" has the meaning set forth in Rule 13d-5,  as in effect
on the date hereof, under the Exchange Act.

                   "Holders" means the Stockholders,  Mr. Otten or any Permitted
Transferee  to whom the rights under this  Agreement  are assigned in accordance
with the provisions of Section 5.12 hereof.

                  "Independent"  means, in respect of a Director,  an individual
who meets the  following  criteria:  (i) is not,  and has not  previously  been,
within  the past three  years,  an  employee  of the  Company,  Mr.  Otten,  the
Stockholders  or any of  their  Affiliates;  (ii) is not  related  by  birth  or
marriage to Mr. Otten or any employee of the Company, the Stockholders, or their
respective  Affiliates;  and (iii) is otherwise  independent  of Mr. Otten,  the
Stockholders and their respective Affiliates.

                  "ING  Registration  Rights  Agreement"  means the Registration
Rights Agreement dated as of November 10, 1997 between the Company and ING.

                  "Maturity Date" means August 6, 2009.

                  "Nominating  Committee" means the nominating  committee of the
Board  established in accordance with the By-laws that shall be responsible for,
among other things,  identifying and nominating certain Independent  individuals
to be elected as Directors of the Company.

                  "Otten  Director"  means a Director  elected by the holders of
Class A Common Stock or a Director designated by Mr. Otten pursuant to the terms
of this Agreement.

                  "Person" means any individual, firm, corporation, partnership,
limited   partnership,    limited   liability   company,   association,   trust,
unincorporated  organization or other entity,  as well as any syndicate or group
that would be deemed to be a person under Section 13(d)(3),  as in effect on the
date hereof, of the Exchange Act.

                  "Pledge Agreement" means that certain Pledge Agreement between
Mr.  Otten and ING dated as of November  10,  1997  pursuant to which all of the
shares of Class A Common Stock and Common Stock  Beneficially Owned by Mr. Otten
are pledged to ING.

                  "Register",  "registered" and "registration"  shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document with the SEC in  compliance  with the  Securities  Act and the
declaration  or  ordering  of  effectiveness  by the  SEC of  such  registration
statement or document.



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                  "Registrable  Stock" shall mean (i) the Conversion Stock, (ii)
the Series B Preferred,  (iii) any shares of Common Stock  Beneficially Owned by
Mr. Otten,  the  Stockholders or their Permitted  Transferees or (iv) any Common
Stock  issued as (or upon the  conversion  or  exercise of any  warrant,  right,
option or other  convertible  security  which is issued as) a dividend  or other
distribution  with  respect to, or in exchange  for, or in  replacement  of, the
Series B Preferred or the Conversion Stock. For purposes of this Agreement,  any
Registrable  Stock shall cease to be Registrable Stock when with respect to such
Registrable Stock (w) a registration  statement  covering such Registrable Stock
has been  declared  effective  and such  Registrable  Stock has been disposed of
pursuant to such effective registration statement, (x) such Registrable Stock is
sold in a transaction  in which the rights under the provisions of Article V are
not assigned in accordance with Section 5.12, (y) such Registrable  Stock may be
sold pursuant to Rule 144(k) (or any similar  provision  then in force,  but not
Rule 144(A)) without  registration under the Securities Act or (z) Mr. Otten, on
the one hand, or the Stockholders, on the other hand, no longer Beneficially Own
at least 2% of the  outstanding  shares  of  Common  Stock  (on a Fully  Diluted
Basis).

                  "Restricted  Securities"  means the  Senior  Preferred  Stock,
Series B Preferred,  the Conversion  Stock,  the Class A Common Stock and Common
Stock, including any of such stock issued as payment of a dividend.

                  "Standstill  Period"  shall  mean any time  during  the period
beginning  on the date hereof and ending on August 6, 2004 during  which  either
(i) the Stockholders  Beneficially Own 15% or more of the outstanding  shares of
Common  Stock  (on a Fully  Diluted  Basis) or (ii) the  Stockholders  and their
Affiliates or  Associates  Beneficially  Own 33 1/3% or more of the  outstanding
shares of Senior Preferred Stock.

                  "Stockholder  Director"  means a  Director  designated  by the
Stockholders  pursuant to this Agreement or elected by the holders of the Series
B Preferred pursuant to the Articles of Incorporation.

                  (c) The  following  terms have the  meanings  set forth in the
Sections set forth below:

         Term                                                      Location

         Agreement................................................Preamble
         Anti-Dilutive Rights.....................................ss.4.05(a)
         Board....................................................Recitals
         Budget...................................................ss.3.02(a)(i)
         Common Stock.............................................Recitals
         Company..................................................Preamble
         Departing Otten Director.................................ss.2.02(b)


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         Departing Stockholder Director...........................ss.2.02(a)
         Executive................................................ss.2.06
         Initiating Holders.......................................ss.5.03(a)
         Maintenance Securities...................................ss.4.05(a)
         Material Subsidiaries....................................ss.2.04(a)
         Maximum Stockholder Stock Ownership Percentage...........ss.4.03(a)
         Mr. Otten................................................Preamble
         Oak Hill.................................................Preamble
         Otten Permitted Transferee...............................ss.4.02(a)
         Permitted Transferees....................................ss.4.02(a)
         Series B Preferred.......................................Recitals
         Shelf Registration.......................................ss.5.05(a)
         Stockholder Permitted Transferee.........................ss.4.02(a)
         Stockholders.............................................Preamble
         Subscription Agreement...................................Recitals
         Transfer.................................................ss.4.02(a)

                  (d)  References  in  this  Agreement  to  annexes,   articles,
sections, paragraphs,  clauses, schedules and exhibits are to annexes, articles,
sections,  paragraphs,  clauses,  schedules and exhibits in or to this Agreement
unless  otherwise  indicated.  Whenever  the  context may  require,  any pronoun
includes  the  corresponding  masculine,  feminine  and neuter  forms.  Any term
defined by reference to any  agreement,  instrument  or document has the meaning
assigned  to it whether or not such  agreement,  instrument  or  document  is in
effect.  The  words  "include",  "includes"  and  "including"  are  deemed to be
followed  by the  phrase  "without  limitation".  Unless the  context  otherwise
requires,  any agreement,  instrument or other  document  defined or referred to
herein refers to such  agreement,  instrument or other  document as from time to
time amended,  supplemented or otherwise  modified from time to time. Unless the
context  otherwise  requires,  references herein to any Person or entity include
its successors  and assigns.  The words "shall" and "will" have the same meaning
and effect.


                                   ARTICLE II

                                   GOVERNANCE

                   SECTION 2.01.  Board  Representation.  (a) In accordance with
the  Certificate  of  Designation  and  subject  to the rights of holders of the
Company's  serial  preferred stock, as of the date hereof and for so long as the
Stockholders  shall be entitled to  nominate at least one  Director  pursuant to
Section 2.01(b), the Board shall consist of 11 members,  initially consisting of
(i) four  Stockholder  Directors,  (ii) four  Otten  Directors  and (iii)  three
Independent Common Stock Directors  recommended by the Nominating  Committee and
approved by the Board.



<PAGE>


                  (b) Each of Mr.  Otten  and the  Stockholders  shall  vote all
Restricted  Securities  Beneficially  Owned by him or it, as the case may be, to
cause,  and the parties  hereto  each shall  otherwise  use its best  efforts to
cause,  there  to  be  (i)  four  Stockholder  Directors  for  so  long  as  the
Stockholders  Beneficially Own at least 25% of the outstanding  shares of Common
Stock (on a Fully Diluted Basis),  (ii) three Stockholder  Directors for so long
as the  Stockholders  Beneficially  Own at least  20% but  less  than 25% of the
outstanding  shares  of  Common  Stock  (on a Fully  Diluted  Basis),  (iii) two
Stockholder Directors for so long as the Stockholders  Beneficially Own at least
15% but less than 20% of the  outstanding  shares  of  Common  Stock (on a Fully
Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders
Beneficially  Own at least 5% but less  than 15% of the  outstanding  shares  of
Common Stock (on a Fully Diluted Basis).

                  (c) Each of Mr.  Otten  and the  Stockholders  shall  vote all
Restricted  Securities  Beneficially  Owned by him or it, as the case may be, to
cause,  and the parties  hereto  each shall  otherwise  use its best  efforts to
cause,  there  to be  (i)  four  Otten  Directors  for  so  long  as  Mr.  Otten
Beneficially  Owns at least 25% of the outstanding  shares of Common Stock (on a
Fully  Diluted  Basis),  (ii) three  Otten  Directors  for so long as Mr.  Otten
Beneficially  Owns at least 20% but less than 25% of the  outstanding  shares of
Common Stock (on a Fully Diluted  Basis),  (iii) two Otten Directors for so long
as Mr. Otten Beneficially Owns at least 15% but less than 20% of the outstanding
shares of Common Stock (on a Fully Diluted  Basis),  or (iv) one Otten  Director
for so long as Mr. Otten  Beneficially Owns at least 5% but less than 15% of the
outstanding shares of Common Stock (on a Fully Diluted Basis).

                  (d) Mr.  Otten shall cause  holders of Class A Common Stock to
exercise their rights to elect Class A Directors in order to effectuate,  to the
extent  necessary,  the  provisions  contained in this Section  2.01;  provided,
however,  notwithstanding  anything  contained  in  this  Section  2.01  to  the
contrary,  for so long as any shares of Class A Common Stock are outstanding and
entitled to elect Class A  Directors,  holders of shares of Class A Common Stock
shall have the sole right to elect Class A Directors.

                   SECTION  2.02.  Resignations  and  Replacements.  (a)  If any
Stockholder  Director is removed or otherwise  ceases to serve as a Director for
any reason other than in  accordance  with the  Certificate  of  Designation  (a
"Departing  Stockholder  Director") or Section  2.01(b) or 2.02(c),  the parties
hereto  each  shall use its best  efforts to cause the  vacancy  created by such
Director ceasing to serve to be filled by a Stockholder Director who shall serve
out the remaining term of the Departing Stockholder Director,  after which time,
such Stockholder Director position shall be filled according to Section 2.01(b).



<PAGE>


                  (b) If any Otten  Director is removed or  otherwise  ceases to
serve as a Director for any reason (a "Departing  Otten Director") other than in
accordance  with Section  2.01(c) or 2.02(d),  the parties hereto each shall use
its best efforts to cause the vacancy created by such Director  ceasing to serve
to be filled by an Otten  Director who shall serve out the remaining term of the
Departing Otten Director,  after which time, such Otten Director  position shall
be filled according to Section 2.01(c).

                  (c) In the event that at any time any Stockholder  Director is
elected or appointed to the Board pursuant to Section  2.01(b) and the number of
Stockholder  Directors  is  greater  than  the  number  of  Directors  that  the
Stockholders  have the right to designate  by virtue of Section  2.01(b) of this
Agreement,  then that excess number of Stockholder  Directors (starting with any
Class A  Director  that is a  Stockholder  Director  or,  in the  event  that no
Stockholder  Director  is a Class A  Director,  starting  with  the  Stockholder
Director  with the  longest  remaining  term of office)  shall be deemed to have
resigned  immediately  upon the occurrence of such event such that the remaining
number of  Stockholder  Directors,  if any,  conform to the  provisions  of this
Agreement, and the Stockholders or Mr. Otten, as the case may be, shall take all
action  promptly  to effect the  resignation  or removal of such  Director.  The
parties  hereto each shall use its best efforts to cause the vacancy  created by
such  Stockholder  Director  ceasing  to serve to be  filled  by an  Independent
individual recommended by the Nominating Committee and approved by the Board or,
in the case of a Class A Director, to be filled by a designee of Mr. Otten.

                  (d) In the  event  that at any  time  any  Otten  Director  is
elected or appointed to the Board pursuant to Section  2.01(c) and the number of
Otten  Directors is greater than the number of Directors  that Mr. Otten has the
right to designate  by virtue of Section  2.01(c) of this  Agreement,  then that
excess  number of Otten  Directors  (starting  with the Otten  Director with the
longest  remaining term of office) shall be deemed to have resigned  immediately
upon the  occurrence  of such  event  such  that the  remaining  number of Otten
Directors,  if  any,  conform  to the  provisions  of  this  Agreement,  and the
Stockholders or Mr. Otten, as the case may be, shall take all action promptly to
effect the  resignation  or removal of such  Director.  The parties  hereto each
shall use its best efforts to cause the vacancy  created by such Otten  Director
ceasing to serve to be filled by an  Independent  individual  recommended by the
Nominating Committee and approved by the Board.

          SECTION 2.03.  Rights of Estate of Mr. Otten.  Mr. Otten hereby agrees
and hereby directs his estate that in the event of his death,  all of his shares
of Class A Common  Stock shall be converted  into Common Stock  effective as the
date of such death.



<PAGE>


                   SECTION 2.04. Committees Generally; Nominating Committee. (a)
For so long as the Stockholders Beneficially Own at least 20% of the outstanding
shares of Common Stock (on a Fully Diluted  Basis),  each of the parties  hereto
shall use its best efforts to cause the Nominating Committee to have two members
and to cause one Stockholder Director (i) to serve as a member of each committee
of the Board, (ii) to serve as a member of the board of directors of each of ASC
East,  Inc.,  ASC  West,  Inc.,  ASC Utah and  American  Skiing  Company  Resort
Properties,  Inc. or any other board or comparable  body necessary to manage any
subsidiary  of the  Company,  whether  existing  now or  created  after the date
hereof,  that is material to the Company and its subsidiaries,  taken as a whole
(together,  the "Material  Subsidiaries") and (iii) to serve as a member of each
committee  of the board of directors  of the  Material  Subsidiaries;  provided,
however, that if any applicable law or regulation of the NYSE (or other exchange
on which the Common Stock is listed)  shall  prohibit the Board from  appointing
any of the Stockholder Directors to serve on any committee, this Agreement shall
not  require any  Stockholder  Director  to serve on such  committee;  provided,
further,  however,  that in such event,  the Company and Mr. Otten shall consult
with the  Stockholders  and each shall use its best  efforts to ensure  that the
Stockholders  are able to achieve a level of  participation  in the operation of
the  Board  and  the  boards  of  each  of the  Material  Subsidiaries  that  is
substantially similar to such committee representation and to otherwise preserve
the rights described in this Section 2.04.

                  (b) Each of the parties  hereto  shall use its best efforts to
cause the Board (i) to approve any  Independent  individual  recommended  by the
Nominating  Committee  for  election to the Board and (ii) to  recommend  to the
stockholders of the Company that such nominee be elected to the Board.

          (c) For so long as there shall be at least one Otten  Director and Mr.
Otten is the Company's chief executive officer, each of the parties hereto shall
use its best efforts to cause at least one Otten  Director to be a member of the
Nominating Committee.

                   SECTION 2.05. Meetings;  Budget; Board Fees and Expenses. (a)
The Board shall meet at least four times  during each fiscal  year,  except that
there shall be at least six  meetings of the Board  during the first fiscal year
following the issuance of the Series B Preferred.

                  (b)  Beginning  January 1, 2000,  proposals for the Budget (as
hereinafter  defined)  shall be  presented  to the  Board by  management  of the
Company at least 60 days prior to the  beginning of the  Company's  fiscal year.
The parties hereto each shall use its best efforts to cause the Board to approve
a Budget  conforming  to Section  3.02(a)(i)  prior the beginning of each fiscal
year. At each meeting of the Board,  the Budget  approved for the current fiscal
year  shall  be  reported  on and  updated  and any  additional  "material"  (as
"materiality" is described in Section 3.02(a)(i)(E)) changes to the Budget since
the previous Board meeting will be subject to Board approval.

                  (c) The  Stockholder  Directors  shall be  entitled to receive
compensation  in the same amount as the Company's other  non-employee  Directors
and to be reimbursed for all reasonable  expenses related to attending  meetings
and performing other customary duties incident to their directorship.  The Otten
Directors  shall be  entitled  to  receive  compensation  in their  capacity  as
Directors in the same amount as the Company's  other  non-Stockholder  Directors
receive in their  capacity  as  Directors  as set forth in the By-Laws and to be
reimbursed all reasonable  expenses related to attending meetings and performing
other customary duties incident to their directorship.



<PAGE>


                   SECTION  2.06.  Termination  of  Executives.  Any decision to
terminate the chief operating officer,  president (other than Mr. Otten),  chief
financial  officer or the general  counsel of the Company or the chief operating
officer (or equivalent  position) of American Skiing Company Resort  Properties,
Inc.  (each,  an  "Executive")  will  be  made  by Mr.  Otten  for so long as he
continues to serve as the Company's chief executive officer; provided,  however,
that before  terminating any Executive,  Mr. Otten must (i) seek the approval of
the Executive Committee of such termination at a duly called meeting and (ii) in
the event that the Executive  Committee does not approve such termination,  seek
the approval of the Board of such  termination at a duly called  meeting,  after
which time Mr. Otten may terminate such Executive without any such approval.

                   SECTION  2.07.  Employee  Plans.  No  Employee  Plan  will be
adopted or amended in any material  respect  unless it has been  approved by the
compensation and stock option  committee of the Board,  such approval to include
the affirmative vote of at least one Stockholder Director.

                   SECTION 2.08. Removal of Chief Executive Officer. Each of the
parties  hereto  shall  use its best  efforts  to cause  the  Board to amend the
By-laws of the Company to require that the  termination  of the chief  executive
officer of the Company will require either (i) the affirmative  vote of at least
seven Directors, in the event that there are 11 Directors,  (ii) the affirmative
vote of at least six Directors (including at least one Independent Director), in
the event that there are 10 Directors,  (iii) the  affirmative  vote of at least
two-thirds of the Directors  (including at least one Independent  Director),  in
the event that there are fewer than 10 Directors or (iv) the affirmative vote of
at  least a  majority  of the  Directors  (including  at least  one  Independent
Director), in the event that there are more than 11 Directors.


                                   ARTICLE III

                                  VOTING RIGHTS

                   SECTION 3.01.  Voting  Restrictions.  (a) Mr. Otten agrees to
vote the shares of Common  Stock or Class A Common Stock  Beneficially  Owned by
him to effect the terms of Article II of this  Agreement and on other matters to
vote in a manner consistent with the terms of this Agreement.

                  (b) The Stockholders  agree to vote any shares of Common Stock
or Series B Preferred Beneficially Owned by the Stockholders to effect the terms
of  Article  II of this  Agreement  and on  other  matters  to vote in a  manner
consistent with the terms of this Agreement.



<PAGE>


                   SECTION 3.02.  Special  Board Rights.  (a) For so long as the
Stockholders  Beneficially Own at least 20% of the outstanding  shares of Common
Stock (on a Fully Diluted Basis),  the Company shall not take the actions listed
in clauses (i) through (ix) below without the  affirmative  vote of at least one
Stockholder  Director,  either  as part of the  vote of the  full  Board  or the
Executive Committee.

                  (i) Approval of an annual operating and capital budget,  which
         shall include operating plans, detailed capital expenditure plans and a
         business  plan (the  "Budget"),  which  Budget  will  include,  without
         limitation:

                           (A)  detailed  operating   assumptions  relating  to,
                  without  limitation,  (1) pricing,  (2) expected skier visits,
                  (3) an explanation of changes in operating cost from the prior
                  year,  (4) head-count and expected  seasonal  head-count,  (5)
                  departmental  "sales,  general and  administrative"  expenses,
                  including  marketing  plans  and  related  budgets,  and (6) a
                  detailed  analyses  of  all  required  capital   expenditures,
                  including  return on investment  analysis and a prioritization
                  of both growth and maintenance capital expenditures;

                           (B) planned material  acquisitions,  divestitures and
                  other development decisions (1) involving more than $2,000,000
                  in the aggregate or (2) reasonably  expected to have an impact
                  of 5% or  more  on  the  Company's  consolidated  revenues  or
                  earnings;

                           (C) overall  corporate  strategy,  including  actions
                  that involve  repositioning the Company,  commencing new lines
                  of  business  or  significantly  expanding  lines of  existing
                  business  (other than the skiing  business) or making material
                  investments  in joint  ventures  or  non-controlled  operating
                  companies;

                           (D)  requirements  for capital in accordance with the
                  Budget,  including,   without  limitation,   planned  material
                  financings (whether in the form of debt or equity),  including
                  (1) issuance of debt or equity  securities,  (2) entering into
                  material new credit or financing  agreements,  (3)  materially
                  increasing  lines of  credit  or making  material  changes  in
                  existing credit  arrangements,  (4) pledging  material assets,
                  (5) the payment of dividends on  outstanding  capital stock of
                  the Company and (6) any  redemption  or  repurchase of capital
                  stock  of the  Company,  other  than  (x)  the  redemption  or
                  repurchase  of the Series B Preferred and (y)  redemptions  in
                  accordance with the terms of an Employee Plan; and

                           (E) a  "materiality"  standard for  variations in the
Budget requiring Board approval.

                  (ii)  Significant  executive  personnel  decisions (other than
         terminations),  including,  without  limitation,  hiring  decisions  or
         decisions  materially  changing the compensation or responsibilities of
         any Executive and the chief executive officer of the Company.


<PAGE>


                  (iii) Material actions that are likely to affect the Company's
         operating  and  strategic  direction  that are  reasonably  expected or
         likely to have an impact  of 5% or more on the  Company's  consolidated
         revenues or earnings.

                  (iv)  Any  amendment  to  the  Articles  of  Incorporation  or
By-laws.

                  (v)  Any  voluntary  liquidation,   dissolution,  winding  up,
         recapitalization or reorganization of the Company.

                  (vi) Initiation of material litigation other than with respect
         to any  counterclaim  made by the Company in response to any claim made
         by a third party.

                  (vii) Any merger,  consolidation or other business combination
         of the  Company  with  or into  another  Person  or any  sale of all or
         substantially  all the  assets of the  Company  or any of its  Material
         Subsidiaries.

                  (viii) Material changes to or reduction in insurance coverage.

                  (ix)  Material  financing  or  capital  markets  activity  not
expressly provided in the Budget.

                  (b) The Stockholders shall use their best efforts to cause the
Stockholder  Directors  to  abstain  from  voting  on all  matters  in which the
Stockholders  have an interest  that differs from those of the  Company's  other
stockholders in accordance with applicable law and customary corporate practice,
including,  without  limitation,  matters  relating  to any (i)  dividend on the
Series B Preferred  (other than as part of the Budget approval  process provided
in  Section  3.02(a)(i)),  (ii)  redemption  of the  Series B  Preferred,  (iii)
amendment of or waiver under any agreement to which any Stockholder or Affiliate
or  Associate  thereof  is a party or (iv) any  other  transaction  between  the
Company and/or any of its  Subsidiaries or other  Affiliates and any Stockholder
and/or any Affiliate or Associate thereof.

                  (c) Mr.  Otten  shall use his best  efforts to cause the Otten
Directors to abstain from voting on all matters in which such  Directors have an
interest  that  differs  from  those  of the  Company's  other  stockholders  in
accordance  with  applicable law and customary  corporate  practice,  including,
without limitation, matters relating to (i) any amendment of or waiver under any
agreement to which any such Otten Director or any Affiliate or Associate of such
Otten  Director  is a party or (ii) any other  transaction  between  the Company
and/or any of its  Subsidiaries or other  Affiliates and any such Otten Director
and/or any Affiliate or Associate of such Director.



<PAGE>


                                   ARTICLE IV

                              STANDSTILL PROVISIONS

                   SECTION  4.01.  Ownership  of the  Series  B  Preferred.  The
Stockholders  severally  and not  jointly,  represent  and  warrant to all other
parties  hereto  that the  Stockholders,  together  with  their  Affiliates  and
Associates,  Beneficially Own in the aggregate,  as of the date hereof,  150,000
shares of Series B Preferred and no other securities of the Company.

                   SECTION 4.02. Transfer Restrictions. (a) Until the earlier of
(i)  August  6,  2000 or  (ii)  the  occurrence  of a  Change  of  Control,  the
Stockholders   and  Mr.  Otten  shall  not,  and  shall  cause  their  Permitted
Transferees  not to, directly or indirectly,  sell,  transfer,  assign,  pledge,
hypothecate or otherwise  dispose of  ("Transfer")  any  Restricted  Securities,
except (A) to an Affiliate that expressly  assumes all of such  Stockholder's or
Mr. Otten's,  as the case may be, obligations under this Agreement (with respect
to any Stockholder,  a "Stockholder Permitted  Transferee",  with respect to Mr.
Otten,  an "Otten  Permitted  Transferee",  and  together  with the  Stockholder
Permitted  Transferees,  "Permitted  Transferees")  following  the  delivery  of
written notice of such Transfer to the Company,  (B) any Transfer from Mr. Otten
or any Otten  Permitted  Transferee  to ING (or its  successor)  pursuant to the
terms of the Pledge  Agreement or any sale by Mr.  Otten or any Otten  Permitted
Transferee  to any third  party if all of the net after tax  proceeds  from such
sale are used to repay  indebtedness  under  the  Credit  Agreement  dated as of
November  10,  1997  between  Mr.  Otten  and  ING,   including  any  amendment,
replacement or refinancing  thereof, (C) any Transfer by the estate of Mr. Otten
or any Otten Permitted  Transferee following Mr. Otten's death, (D) any Transfer
by Mr. Otten or any Otten  Permitted  Transferee,  which together with all other
Transfers by Mr. Otten or any Otten Permitted  Transferee during the immediately
preceding 12 months (other than  pursuant to clause (B) above),  does not exceed
10% of the number of shares of Common Stock  Beneficially Owned by Mr. Otten and
the Otten  Permitted  Transferees  on the date  hereof,  (E) any Transfer by Mr.
Otten or any Otten Permitted Transferee at any time following the termination of
Mr.  Otten's  employment  with the Company as chief  executive  officer,  (F) in
transactions  (including  tender offers and exchange offers) either (1) approved
by the  Board  or  (2)  with  respect  to the  Stockholders  or any  Stockholder
Permitted  Transferees  only,  in  which  Mr.  Otten  Transfers  any  Restricted
Securities  (other than pursuant to clauses (B)-(E) above) and (G) any pledge of
Restricted Securities; provided, however, that in the event of a material breach
or  default  under this  Agreement,  the Voting  Agreement  or the  Subscription
Agreement  (x)  by Mr.  Otten  or  the  Company,  then  any  Stockholder  or any
Stockholder  Permitted  Transferee may Transfer Restricted  Securities or (y) by
any of the  Stockholders,  then Mr. Otten or any Otten Permitted  Transferee may
Transfer Restricted  Securities,  in each case, subject only to the restrictions
contained in Section 4.02(b).



<PAGE>


                  (b) Notwithstanding paragraph (a) above, the Stockholders, Mr.
Otten and the Permitted Transferees shall not Transfer any Restricted Securities
(i)  except  through  private  or  public  sales  that  comply  with  applicable
securities laws, (ii) to Persons (or any other reasonably foreseeable subsequent
transferee) who, to the knowledge of any of the Stockholders, Mr. Otten or their
Permitted  Transferees,  as the  case  may be,  following  such  Transfer  would
Beneficially  Own 10% or more of the  outstanding  shares of Common  Stock (on a
Fully Diluted Basis) or (iii) to a Person (A) that is a direct competitor in any
major line of business of the Company or its Subsidiaries or (B) whose ownership
of the Restricted Securities could reasonably be expected, in the opinion of the
Board,  to  materially  disadvantage  the  businesses  of the  Company  and  its
Subsidiaries  or could  reasonably be expected to have an adverse  effect on the
future profitability of the Company and its Subsidiaries, taken as a whole.

                  (c) Each  Stockholder  agrees not to,  directly or indirectly,
Transfer its interests in any Stockholder Permitted Transferee so that it ceases
to be a Stockholder  Permitted  Transferee  unless prior thereto the  Restricted
Securities held by such entity are transferred to any Stockholder or one or more
Stockholder Permitted Transferees.

                  (d) Mr. Otten agrees not to, directly or indirectly,  Transfer
his interests in any Otten Permitted Transferee so that it ceases to be an Otten
Permitted Transferee unless prior thereto the Restricted Securities held by such
entity are transferred to Mr. Otten or one or more Otten Permitted Transferees.

                  (e) No  transferee  (other than a  Stockholder,  Mr.  Otten or
their Permitted  Transferees) of Restricted  Securities shall be entitled to any
of the rights set forth under this  Agreement by virtue of its ownership of such
Restricted Securities.

                  (f) Any  attempted  Transfer in violation of this Section 4.02
shall be null,  void and of no force and effect,  and the Company shall not give
effect to any such attempted Transfer.

                   SECTION  4.03.   Acquisition  of  Additional  Shares;   Other
Restrictions.  During the Standstill Period, except with the prior approval of a
majority  of the  Directors  who are not  Stockholder  Directors  and  except as
expressly  permitted by this Agreement or any amendment hereto, the Stockholders
shall not,  directly or indirectly,  and shall cause the  Stockholder  Permitted
Transferees not to, directly or indirectly:



<PAGE>


                           (a) acquire,  announce an intention to acquire, offer
         to acquire, or enter into any agreement,  arrangement or undertaking of
         any kind the purpose of which is to acquire,  by purchase,  exchange or
         otherwise (i) Beneficial Ownership of any shares of Common Stock or any
         other  security  convertible  into, or any option,  warrant or right to
         acquire,  Common Stock, if such acquisition  would cause the Beneficial
         Ownership of the Stockholders and the Stockholder Permitted Transferees
         to be (A) more than 49.9% of the outstanding shares of Common Stock (on
         a Fully Diluted Basis) if prior to such  transaction  the  Stockholders
         and the Stockholder Permitted Transferees  Beneficially Own 40% or more
         of the outstanding shares of Common Stock (on a Fully Diluted Basis) or
         (B) more than 40% of the outstanding shares of Common Stock (on a Fully
         Diluted Basis) if prior to such  transaction the  Stockholders  and the
         Stockholder Permitted Transferees Beneficially Own less than 40% of the
         outstanding  shares of Common Stock (on a Fully Diluted Basis) (each of
         the   percentages   described  in  clauses  (A)  and  (B)  above  being
         hereinafter  referred to, as  applicable,  as the "Maximum  Stockholder
         Stock Ownership Percentage"), (ii) one-third or more of the outstanding
         shares of Senior Preferred Stock or (iii) a significant  portion of the
         assets of the Company or any of its Affiliates.  With respect to clause
         (i) above, any increase in Beneficial Ownership by the Stockholders and
         any  Stockholder  Permitted  Transferees  resulting  from any Accretion
         Amounts (as such term is defined in the  Certificate  of  Designation),
         from any  dividend in the form of Common Stock made with respect to the
         Conversion Stock, or from any repurchase of Common Stock by the Company
         shall  not be  included  in the  Maximum  Stock  Ownership  Percentage;
         provided,  however,  that in all cases,  the  Stockholders  may acquire
         securities  of the Company  pursuant to Section 4.05 or pursuant to the
         issuance of any dividends on Common Stock.

                           (b) solicit,  or participate in any  solicitation of,
         proxies with respect to any Common Stock or other voting  securities of
         the Company,  or become a "participant"  in a  "solicitation"  (as such
         terms are defined in Rule 14A of the Exchange Act) in opposition to any
         matter that has been  recommended  by a majority of the Directors or in
         favor of any matter  that has not been  approved  by a majority  of the
         Directors  unless the Company or Mr.  Otten has  breached  any material
         provision  of Article II or Article  III (which  breach  shall not have
         been cured within 10 Business Days  following  receipt by the breaching
         party of written notice of such breach);

                           (c) propose or otherwise solicit  stockholders of the
         Company for the approval of one or more stockholder proposals,  seek or
         solicit support for (whether publicly or privately) any written consent
         of  stockholders  of the Company,  attempt to call a special meeting of
         stockholders,  nominate or attempt to nominate  any Person for election
         as a Director  (except in  accordance  with  Article  II),  or seek the
         removal or  resignation  of any  Director  (except in  accordance  with
         Article  II),  in each case in  opposition  to any matter that has been
         recommended  by a majority of the  Directors  or in favor of any matter
         that has not been  approved by a majority of the  Directors  unless the
         Company or Mr. Otten has breached any material  provision of Article II
         or  Article  III  (which  breach  shall not have been  cured  within 10
         Business  Days  following  receipt  by the  breaching  party of written
         notice of such breach);

                           (d) deposit  any  securities  of the  Company  into a
         voting  trust or similar  agreement  or subject any  securities  of the
         Company to any  arrangement  or agreement with respect to the voting of
         such Common Stock other than an agreement or  arrangement  solely among
         the Stockholders and the Stockholder Permitted Transferees;



<PAGE>


                           (e)  take  any  action  to  form,  join or in any way
         participate in any partnership, limited partnership, syndicate or other
         Group with respect to Common Stock or otherwise act in concert with any
         Person for the purpose of  circumventing  the provisions or purposes of
         this Agreement;

                           (f) unless the  Company is the subject of a bona fide
         unsolicited  tender offer,  exchange offer or other  takeover  attempt,
         propose (or  publicly  announce or  otherwise  disclose an intention to
         propose),  any tender or exchange offer, merger,  consolidation,  share
         exchange,  business  combination,  restructuring,  recapitalization  or
         similar transaction involving the Company;

                           (g) solicit, offer, seek to effect, negotiate with or
         provide  any  confidential  information  relating to the Company or its
         business  to any other  Person  with  respect to any tender or exchange
         offer, merger,  consolidation,  share exchange,  business  combination,
         restructuring,  recapitalization or similar  transaction  involving the
         Company;

                           (h)  make  or in  any  way  advance  any  request  or
         proposal to amend, modify or waive any provision of this Agreement in a
         manner that requires public disclosure by any of the parties hereto; or

                           (i) announce an intention to do, or solicit,  assist,
         prompt,  induce or  attempt  to  induce  any  Person to do,  any of the
         actions  restricted or prohibited under  subparagraphs  (a) through (h)
         above.

                   SECTION  4.04.  Additional  Shares.  All shares of Restricted
Securities  acquired by any of the parties  hereto or the Permitted  Transferees
pursuant  to or  in  compliance  with  this  Article  IV  or  as a  result  of a
recapitalization  of the  Company,  or any  Accretion  Amount  (as such  term is
defined in the  Certificate  of  Designation)  or stock  dividends  or any other
action taken by the Company, shall be subject to all of the terms, covenants and
conditions of this Agreement.



<PAGE>


                   SECTION 4.05. Anti-Dilutive Rights. (a) Except as provided in
Section  4.05(c)  below,  the Company  shall not issue,  sell or transfer to any
Person any Common Stock or  securities  convertible  into, or  exercisable  for,
Common Stock unless the  Stockholders,  Mr. Otten and any Permitted  Transferees
are offered in writing the right to purchase,  at the same price and on the same
terms  proposed to be issued and sold,  an amount of such Common  Stock or other
securities  (the  "Maintenance  Securities")  as is  necessary  for  each of the
Stockholders, Mr. Otten and any Permitted Transferees to maintain, individually,
the same level of its respective percentage Beneficial Ownership of Common Stock
(on a Fully  Diluted  Basis)  as it owned  immediately  prior  to such  issuance
("Anti-Dilutive  Rights"). In the case of a public offering,  the Company shall,
as part of its offer,  provide a copy of any preliminary  prospectus  containing
either  the  indicative  price  range  of  the  offered  securities  or  trading
information  relating to the offered  securities,  as the case may be, and other
information  concerning the offering  reasonably  requested by the Stockholders,
Mr.  Otten or any  Permitted  Transferee.  The  Stockholders,  Mr. Otten and any
Permitted  Transferee  shall have the right,  during  the  period  specified  in
Section  4.05(b),  to  accept  the  offer  for  any or  all  of the  Maintenance
Securities  offered  to each of them on their  own  behalf  or on  behalf of any
Affiliate (and, in the case of Oak Hill, on behalf of Oak Hill Securities  Fund,
L.P.) not otherwise accepting such offer to acquire Maintenance Securities under
this Section 4.05.

                  (b) If any Stockholder,  Mr. Otten or any Permitted Transferee
does not deliver to the Company  written  notice of acceptance of any offer made
pursuant  to Section  4.05(a)  with  respect to a public  offering  within  five
Business Days after  receipt by such  Stockholder,  Mr. Otten,  or any Permitted
Transferee,  as the case may be, of a preliminary prospectus (filed with the SEC
as  part  of  a  registration  statement)  containing  the  pricing  information
indicated in Section 4.05(a) above,  or, with respect to any  transaction  other
than a public  offering,  within 15 Business Days after receipt of such offer by
such Stockholder,  Mr. Otten, or any Permitted  Transferee,  as the case may be,
such  Stockholder,  Mr.  Otten or Permitted  Transferee  shall be deemed to have
waived its or his, as the case may be,  right to purchase all or any part of its
Maintenance  Securities  as set forth in such  offer but such  Stockholder,  Mr.
Otten or any such Permitted  Transferee shall retain its or his, as the case may
be, rights under this Section 4.05 with respect to future offers.

                  (c) The  Anti-Dilutive  Rights set forth above shall not apply
to (i) the grant or exercise of options to purchase Common Stock or the issuance
of shares of Common Stock to employees or Directors of the Company or any of its
Subsidiaries  or otherwise  pursuant to an Employee Plan or similar plan whether
in existence on the date hereof or otherwise duly adopted by the Board hereafter
(whether  or not such  options  were  issued  prior to the date  hereof,  or are
hereafter  issued),  (ii) the issuance of warrant shares, or of shares of Common
Stock  issuable upon exercise of any option,  warrant,  convertible  security or
other rights to purchase or subscribe for Common Stock which,  in each case, had
been issued prior to the date hereof or in  compliance  with Section  4.05(a) or
Section  4.05(c)(i),  (iii) securities issued pursuant to any stock split, stock
dividend or other similar stock  recapitalization  or (iv) securities  issued by
the  Company  for any  consideration  other than cash as may be  approved by the
Board.



<PAGE>


                  (d) A closing for the purchase of such Maintenance  Securities
pursuant  to this  Section  4.05(d)  shall occur on the later of (i) the date on
which  such  public  or  private  issuance  occurs  and (ii) such date as may be
mutually agreed to by the Company, Mr. Otten, any Otten Permitted Transferee and
Oak Hill on behalf of any Stockholder and any Stockholder  Permitted Transferee,
as the case may be,  and shall take  place at the  offices of the  Company or at
such  other  reasonable  location  as  the  Company  may  otherwise  notify  any
Stockholder,  Mr. Otten and/or any Permitted Transferee,  as the case may be, at
the time  specified by the Company in such notice  provided to any  Stockholder,
Mr. Otten or any  Permitted  Transferee,  as the case may be, at least five days
prior to such closing date. In connection  with such closing,  the Company,  Mr.
Otten,  any Stockholder or any Permitted  Transferee,  as the case may be, shall
provide such closing  certificates and other closing deliveries  provided in the
transaction giving rise to the rights specified in Section 4.05.


                                    ARTICLE V

                               REGISTRATION RIGHTS

                   SECTION   5.01.    Restrictive   Legend.   Each   certificate
representing  the  Series B  Preferred  or  Conversion  Stock  shall,  except as
otherwise  provided in this  Article V, be stamped or otherwise  imprinted  with
legends substantially in the following form:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS  AMENDED  (THE  "ACT"),  AND MAY  NOT BE  TRANSFERRED  OR  OTHERWISE
         DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT OR AN EXEMPTION
         FROM REGISTRATION IS AVAILABLE.

         THE  SECURITY  REPRESENTED  BY THIS  CERTIFICATE  IS SUBJECT TO CERTAIN
         RESTRICTIONS ON TRANSFER AND CERTAIN  RESTRICTIONS ON VOTING  CONTAINED
         IN THE STOCKHOLDERS'  AGREEMENT,  DATED AUGUST 6, 1999, AS THE SAME MAY
         BE AMENDED,  AMONG THE COMPANY AND CERTAIN  STOCKHOLDERS  LISTED ON THE
         SIGNATURE PAGES THEREOF.

A certificate  shall not bear the Securities Act legend or the legend  regarding
this Agreement, as the case may be, if in the opinion of counsel satisfactory to
the Company (it being agreed that Shearman & Sterling shall be satisfactory) the
securities  being sold thereby may be publicly sold without  registration  under
the Securities Act or may be sold without being subject to the  restrictions  on
sale specified in Article IV.



<PAGE>


                   SECTION  5.02.  Notice  of  Proposed  Transfer.  Prior to any
proposed  Transfer  of any shares of  Registrable  Stock  (other  than under the
circumstances  described in Section 5.03, 5.04 or 5.05), permitted under Article
IV, the holder thereof shall give written notice to the Company of its intention
to effect such  Transfer.  Each such  notice  shall  describe  the manner of the
proposed Transfer and, if known, the identity of the proposed transferee and, if
requested  by the  Company,  shall  be  accompanied  by an  opinion  of  counsel
satisfactory  to the Company to the effect  that the  proposed  Transfer  may be
effected without  registration under the Securities Act, whereupon the holder of
such stock shall be entitled to Transfer such stock in accordance with the terms
of its notice, subject in any event to the restrictions in Article IV; provided,
however, that no such opinion of counsel shall be required for a Transfer to one
or more  Permitted  Transferees  subject  in any  event to the  restrictions  in
Article IV. Each certificate representing Registrable Stock transferred as above
provided  shall bear the  legends  set forth in Section  5.01,  except that such
certificate  shall not bear such legends if (i) such  Transfer is in  accordance
with  the  provisions  of Rule  144 of the  Securities  Act (or any  other  rule
permitting  public sale without  registration  under the Securities Act, but not
Rule 144A) or (ii) the  opinion of counsel  referred  to above is to the further
effect  that  the  transferee  and  any  subsequent  transferee  (other  than an
Affiliate of the Company)  would be entitled to Transfer  such  securities  in a
public sale without  registration  under the  Securities  Act. The  restrictions
provided  for in this Section  5.02 shall not apply to  securities  that are not
required to bear the legends  prescribed by Section 5.01 in accordance  with the
provisions of Section 5.01.

                   SECTION 5.03.  Request for  Registration.  (a) Subject to the
provisions of Article IV, at any time after August 6, 2000,  one or more Holders
of Registrable Stock (the "Initiating  Holders") may request in a written notice
(which  notice  shall state the number of shares of  Registrable  Stock to be so
registered  and the  intended  method of  distribution)  that the Company file a
registration  statement under the Securities Act (or a similar document pursuant
to any  other  statute  then in  effect  corresponding  to the  Securities  Act)
covering  the  registration  of  any or  all  Registrable  Stock  held  by  such
Initiating  Holders in the manner specified in such notice;  provided,  however,
that there must be included in such registration at least 10% of the Registrable
Stock issued (or any lesser  percentage if the  anticipated  aggregate  offering
price would  exceed $25  million).  Following  receipt of any notice  under this
Section  5.03,  the Company shall (x) within 30 days notify all other Holders of
such request in writing and (y) use its best  efforts to cause to be  registered
under the Securities Act all Registrable  Stock that the Initiating  Holders and
such  other  Holders  have,  within ten days  after the  Company  has given such
notice,  requested be registered in  accordance  with the manner of  disposition
specified in such notice by the Initiating Holders.

                  (b) If the Initiating  Holders intend to have the  Registrable
Stock  distributed  by means of an  underwritten  offering,  the  Company  shall
include  such  information  in the written  notice  referred to in clause (x) of
paragraph  (a) above.  In such  event,  the right of any  Holder to include  its
Registrable Stock in such  registration  shall be conditioned upon such Holder's
participation in such  underwritten  offering and the inclusion of such Holder's
Registrable Stock in the underwritten offering (unless otherwise mutually agreed
by a majority  in  interest of the  Initiating  Holders and such  Holder) to the
extent provided below.  All Holders  proposing to distribute  Registrable  Stock
through such underwritten offering shall enter into an underwriting agreement in
customary  form  with the  underwriter  or  underwriters.  Such  underwriter  or
underwriters  shall be selected  by a majority  in  interest  of the  Initiating
Holders  and shall be  approved  by the  Company,  which  approval  shall not be
unreasonably withheld.

          (c) Notwithstanding any provision of this Agreement to the contrary,



<PAGE>


                  (i) the Company shall not be required to effect a registration
         pursuant to this Section 5.03 during the period  starting with the date
         which is 30 days prior to the date of the initial  public filing by the
         Company  of,  and  ending  on a date  that is 120  days  following  the
         effective  date of, a  registration  statement  pertaining  to a public
         offering of  securities  for the account of the Company or on behalf of
         the selling  stockholders under any other registration rights agreement
         that the Holders have been  entitled to join  pursuant to Section 5.04;
         provided, however, that the Company shall actively employ in good faith
         all reasonable  efforts to cause such registration  statement to become
         effective as promptly as practicable;

                  (ii) if  (A)(i)  the  Company  is in  possession  of  material
         nonpublic   information   relating   to  the  Company  or  any  of  its
         Subsidiaries and (ii) the Company  determines in good faith that public
         disclosure of such material  nonpublic  information would not be in the
         best interests of the Company and its stockholders,  (B)(i) the Company
         has made a public  announcement  relating to an acquisition or business
         combination transaction that includes the Company and/or one or more of
         its  Subsidiaries  that is material to the Company and its Subsidiaries
         taken as a whole and (ii) the Company determines in good faith that (x)
         offers and sales of  Registrable  Stock  pursuant  to any  registration
         statement  prior  to the  consummation  of such  transaction  (or  such
         earlier  date  as the  Company  shall  determine)  is  not in the  best
         interests  of the  Company  and its  stockholders  or (y) it  would  be
         impracticable at the time to obtain any financial  statements  relating
         to such acquisition or business  combination  transaction that would be
         required to be set forth in a registration statement or (C) the Company
         shall furnish to such Holders a certificate  signed by the president of
         the Company  stating  that in the good faith  opinion of the Board such
         registration   would   interfere  with  any  material   transaction  or
         financing,  confidential negotiations,  including,  without limitation,
         negotiations   relating  to  an  acquisition  or  business  combination
         transaction,  or business  activities then being pursued by the Company
         or any of its  Subsidiaries,  then,  in any such  case,  the  Company's
         obligation  to use  all  reasonable  efforts  to  file  a  registration
         statement shall be deferred,  or the  effectiveness of any registration
         statement may be suspended, in each case for a period not to exceed 120
         days; provided,  however,  that the Company may not delay the filing or
         suspend the  effectiveness  of any  registration  statement  under this
         Section   5.03(ii)  on  more  than  one  occasion  in  any  consecutive
         twelve-month period;

                  (iii)  the   Company   shall  not  be  required  to  effect  a
         registration  pursuant to this  Section 5.03 if the  Registrable  Stock
         requested by all Holders to be registered pursuant to such registration
         are included in, and eligible for sale under, a Shelf  Registration (as
         defined below); and

                  (iv)  the   Company   shall  not  be   required  to  effect  a
         registration  pursuant to this  Section  5.03 more than one time in any
         consecutive twelve-month period.



<PAGE>


                  (d) With respect to any registration  pursuant to this Section
5.03, the Company may include in such registration any of its primary securities
sold on its own behalf or  securities  being  offered by ING pursuant to the ING
Registration  Rights Agreement.  If, in the opinion of the managing  underwriter
(or, in the case of a non-underwritten offering, in the opinion of the Company),
the total  amount of all  securities  to be  registered,  including  Registrable
Stock,  will exceed the maximum amount of the Company's  securities which can be
marketed (i) at a price  reasonably  related to the then current market value of
such securities,  and (ii) without otherwise  materially and adversely affecting
the entire offering,  then subject to the registration  rights of the holders of
the Senior Preferred Stock and ING, the Company securities and Registrable Stock
to be included in such registration  shall be included in the order as set forth
in clauses (1) and (2) below:

                  (1) In any  registration  pursuant to this  Section 5.03 where
         the Stockholders are the Initiating Holders:

                    (A)       first, any securities of the Initiating Holders;

                    (B)       second, any securities offered by the Company; and

                    (C)       third,  other Holders  requesting  registration of
                              Registrable  Stock in  proportion  (as  nearly  as
                              practicable)  to the amount of  Registrable  Stock
                              requested  to be  included  by such  Holder at the
                              time of filing the registration statement.

          (2) In any registration  pursuant to this Section 5.03 where Mr. Otten
is the Initiating Holder:

                           (A)      first, any securities of the Company; and

                           (B)  second,  any  securities  of Holders  requesting
                           registration of Registrable  Stock, in proportion (as
                           nearly as  practicable)  to the amount of Registrable
                           Stock  requested to be included by such Holder at the
                           time of filing the registration;

Notwithstanding  clause (2) above, but subject to the registration rights of the
holders of the Senior  Preferred  Stock and ING,  Mr.  Otten,  his estate or the
Otten  Permitted  Transferees,  as the case may be, shall have priority over the
Company  and  each  other  Holder  in  selling  any and all of their  shares  of
Registrable  Stock on one occasion  within two years  following Mr.  Otten's (1)
termination or  resignation  from the office of chief  executive  officer of the
Company or (2) death.



<PAGE>


                  (e) The Company  shall not be  obligated to effect and pay for
more  than four  registrations  of the  Stockholders  (two of which may be Shelf
Registrations requested pursuant to Section 5.05) and three registrations of Mr.
Otten (one of which may be a Shelf  Registration  requested  pursuant to Section
5.05)  pursuant to this Section 5.03;  provided,  however,  that a  registration
requested  by any Holder  pursuant to this  Section  5.03 shall not be deemed to
have been effected for purposes of this Section  5.03(e)  unless (i) it has been
declared effective by the SEC, (ii) it has remained effective for the period set
forth in Section  5.06(a),  (iii) the offering of Registrable  Stock pursuant to
such registration is not subject to any stop order, injunction or other order or
requirement  of the SEC (other  than any such stop order,  injunction,  or other
requirement of the SEC prompted by any act or omission of Holders of Registrable
Stock) and (iv) such Holder was  permitted  to include in such  registration  at
least one-half of the Registrable  Stock requested by it or him, as the case may
be, to be included in such registration.

                   SECTION 5.04. Incidental Registration. (a) Subject to Section
5.09 and to the registration rights of the holders of the Senior Preferred Stock
and ING, if at any time the Company determines that it shall file a registration
statement  under the Securities Act for the  registration of Common Stock (other
than a registration  statement on a Form S-4 or S-8 or an offering of securities
solely to the  Company's  existing  stockholders)  on any form that  would  also
permit the registration of the Registrable Stock and such filing is to be on its
behalf  or on  behalf of  selling  holders  of its  securities  for the  general
registration  of Common Stock to be sold for cash,  the Company  shall each such
time  promptly give the Holders  written  notice of such  determination  setting
forth  the  date  on  which  the  Company  proposes  to file  such  registration
statement,  which date  shall be no  earlier  than 15 days from the date of such
notice,  and  advising  the  Holders of their  right to have  Registrable  Stock
included in such  registration.  In the case of a  registration  statement to be
filed on behalf of selling  holders of its  securities,  the Company  shall also
indicate in such notice  whether it will be  registering  securities  on its own
behalf as part of such registration  statement.  Upon the written request of any
Holder  received  by the  Company  not later  than 15 days after the date of the
Company's notice (which request shall state the number of Registrable  Shares to
be so registered and the intended  method of  distribution),  the Company shall,
subject to Section  5.04(b)  below,  use all  reasonable  efforts to cause to be
registered under the Securities Act all of the Registrable  Stock that each such
Holder has so requested to be registered;  provided,  however,  that the Company
shall have the right to postpone or withdraw any registration  effected pursuant
to this Section 5.04 without obligation or liability to such Holder.

                  (b) If, in the opinion of the managing underwriter (or, in the
case of a non-underwritten  offering, in the opinion of the Company),  the total
amount of such securities to be so registered, including such Registrable Stock,
will exceed the maximum amount of the Company's securities which can be marketed
(i) at a price  reasonably  related  to the then  current  market  value of such
securities and (ii) without  otherwise  materially  and adversely  affecting the
entire offering,  then subject to the registration  rights of the holders of the
Senior Preferred Stock and ING, the Company  securities and Registrable Stock to
be included in such registration shall be included in the following order:

     (A)  first, any securities of the Company;

<PAGE>


     (B)  second, any Registrable Stock of the Stockholders or the Stockholder
          Permitted Transferees; and

     (C)  third, any Registrable Stock of Mr. Otten or the Otten Permitted
          Transferees  or any other  stockholder  hereafter  granted  incidental
          registration  rights in proportion (as nearly as  practicable)  to the
          amount of Registrable Stock requested to be included by Mr. Otten, the
          Otten  Permitted  Transferees or such  stockholders at the time of the
          filing of the registration statement.

                   SECTION 5.05. Shelf  Registration.  (a) An Initiating  Holder
may use  registration  rights granted  pursuant to Section 5.03,  subject to the
limitations  of  paragraphs  (d) and (e) of Section  5.03,  to request  that the
Company  file a "shelf"  registration  statement  pursuant to Rule 415 under the
Securities Act or any successor rule (the "Shelf  Registration") with respect to
the Registrable  Stock. The Company shall (i) use all reasonable efforts to have
the  Shelf  Registration  filed  within  30 days of such  request  and  declared
effective  as soon as  reasonably  practicable  following  such request and (ii)
subject to Section  5.03(c)(iii),  use all reasonable  efforts to keep the Shelf
Registration  continuously  effective from the date that such Shelf Registration
is  declared  effective  until at least the earlier of such time as (A) all such
Registrable Stock has been sold thereunder or (B) the second anniversary of such
effective  date in order to permit the  prospectus  forming a part thereof to be
usable by Holders during such period.

                  (b)  Subject  to  Section  5.03(c)(iii),   the  Company  shall
supplement or amend the Shelf Registration,  (i) as required by the registration
form  utilized  by  the  Company  or by  the  instructions  applicable  to  such
registration  form or by the  Securities  Act,  (ii) to  include  in such  Shelf
Registration  any  additional   securities  that  become  Registrable  Stock  by
operation of the definition  thereof and (iii)  following the written request of
an Initiating  Holder pursuant to Section 5.05(c),  to cover offers and sales of
all or a part of the Registrable Stock by means of an underwriting.  The Company
shall  furnish  to the  Holders  of the  Registrable  Stock to which  the  Shelf
Registration relates copies of any such supplement or amendment  sufficiently in
advance (but in no event less than five  Business Days in advance) of its use or
filing with the SEC to allow the  Holders a  meaningful  opportunity  to comment
thereon.

                  (c) The Holders may, at their election and upon written notice
by an Initiating Holder to the Company,  subject to the limitations set forth in
Section  5.03(c)(iii),  effect offers and sales under the Shelf  Registration by
means of one or more  underwritten  offerings,  in which case the  provisions of
Section 5.03(b) shall apply to any such underwritten  distribution of securities
under  the  Shelf  Registration  and  such  underwriting   shall,  if  sales  of
Registrable  Stock  pursuant  thereto  shall have  closed,  be  regarded  as the
exercise of one of the registration rights contemplated by Section 5.03.



<PAGE>


                   SECTION 5.06.  Obligations of the Company.  Whenever required
under  Sections  5.03 and  5.05 to use all  reasonable  efforts  to  effect  the
registration  and sale of any  Registrable  Stock under the Securities  Act, the
Company shall:

                  (a)  prepare  and file with the SEC a  registration  statement
         with  respect to such  Registrable  Stock  (which  shall be filed in no
         event later than 90 days after written notice requesting a registration
         statement  under  Section 5.03 or 5.05 has been  received)  and use all
         reasonable  efforts to cause such registration  statement to become and
         remain  effective  for  the  period  of the  distribution  contemplated
         thereby determined as provided hereafter;  provided,  however, that the
         Company shall not be required to keep any Registration Statement (other
         than the Shelf Registration) effective more than 120 days;

                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
         supplements to such  registration  statement and the prospectus used in
         connection  therewith as may be necessary to comply with the provisions
         of  the  Securities  Act  with  respect  to  the   disposition  of  all
         Registrable Stock covered by such registration statement;

                  (c) furnish to the Holders such  reasonable  numbers of copies
         of the  registration  statement  and the  prospectus  included  therein
         (including   each   preliminary   prospectus   and  any  amendments  or
         supplements  thereto)  in  conformity  with  the  requirements  of  the
         Securities  Act, any exhibits filed  therewith and such other documents
         and information as they may reasonably request;

                  (d) use all  reasonable  efforts to  register  or qualify  the
         Registrable  Stock covered by such  registration  statement  under such
         other  securities  or "blue sky" laws of such  jurisdiction  within the
         United  States and Puerto Rico as shall be reasonably  appropriate  for
         the  distribution of the Registrable  Stock covered by the registration
         statement; provided, however, that the Company shall not be required in
         connection  therewith  or  as a  condition  thereto  to  qualify  to do
         business  in or to file a general  consent to service of process in any
         jurisdiction  wherein it would not,  but for the  requirements  of this
         paragraph  (except that the Company will use all reasonable  efforts to
         register or qualify Registrable Stock in such additional  jurisdictions
         as the Holder may request  subject to the foregoing  proviso and at the
         Holder's own expense), be obligated to do so; and provided further that
         the Company shall not be required to qualify such Registrable  Stock in
         any jurisdiction in which the securities  regulatory authority requires
         that any  Holder  submit  any  shares of its  Registrable  Stock to the
         terms,  provisions and  restrictions  of any escrow,  lockup or similar
         agreement(s) for consent to sell Registrable Stock in such jurisdiction
         unless such Holder agrees to do so;



<PAGE>


                  (e)  promptly  notify  each  Holder for whom such  Registrable
         Stock is covered  by such  registration  statement,  at any time when a
         prospectus  relating  thereto is  required  to be  delivered  under the
         Securities  Act, of the happening of any event as a result of which the
         prospectus included in such registration  statement, as then in effect,
         includes an untrue  statement of a material  fact or omits to state any
         material  fact  required to be stated  therein or necessary to make the
         statements  therein not misleading in light of the circumstances  under
         which they were made,  and at the request of any such  Holder  promptly
         prepare and furnish to such Holder a  reasonable  number of copies of a
         supplement to or an amendment of such prospectus as may be necessary so
         that, as  thereafter  delivered to the  purchasers of such  securities,
         such  prospectus  shall not include an untrue  statement  of a material
         fact or omit to state a material fact required to be stated  therein or
         necessary to make the statements therein not misleading in light of the
         circumstances  under  which  they were made.  In the event the  Company
         shall give such  notice,  the Company  shall  extend the period  during
         which such  Registration  Statement  shall be  maintained  effective as
         provided in Section 5.06(a) (or, in the case of the Shelf Registration,
         Section  5.05(a))  by the number of days  during  the  period  from and
         including  the date of the  giving of such  notice to the date when the
         Company  shall make  available  to the  Holders  such  supplemented  or
         amended prospectus;

                  (f)  furnish,   at  the  request  of  any  Holder   requesting
         registration of Registrable  Stock pursuant to Section 5.03 or 5.05, if
         the method of distribution is by means of an underwriting,  on the date
         that the Shares of Registrable  Stock are delivered to the underwriters
         for sale pursuant to such registration or, if such Registrable Stock is
         not being sold through underwriters,  on the date that the registration
         statement  with  respect to such shares of  Registrable  Stock  becomes
         effective,  (1) a signed  opinion,  dated on or about such date, of the
         independent  legal counsel  representing the Company for the purpose of
         such registration,  addressed to the underwriters,  if any, and if such
         Registrable Stock is not being sold through  underwriters,  then to the
         Holders making such request, as to such matters as such underwriters or
         the Holders  holding a majority of the  Registrable  Stock  included in
         such  registration,  as the case may be, may reasonably  request and as
         would be customary in such a  transaction,  and (2) letters dated on or
         about  such  date  and  the  date  the  offering  is  priced  from  the
         independent  certified public accountants of the Company,  addressed to
         the  underwriters,  if any, and if such Registrable  Stock is not being
         sold through underwriters, then to the Holders making such request and,
         if such  accountants  refuse to deliver such  letters to such  Holders,
         then to the  Company (i) stating  that they are  independent  certified
         public  accountants  within the meaning of the Securities Act and that,
         in the opinion of such accountants,  the financial statements and other
         financial data of the Company included in the registration statement or
         the prospectus,  or any amendment or supplement  thereto,  comply as to
         form  in  all  material   respects  with  the   applicable   accounting
         requirements  of the  Securities  Act  and  (ii)  covering  such  other
         financial  matters  (including  information as to the period ending not
         more than five  Business  Days prior to the date of such  letters) with
         respect to the  registration  in respect of which such  letter is being
         given as such  underwriters  or the  Holders  holding a majority of the
         Registrable  Stock included in such  registration,  as the case may be,
         may reasonably request and as would be customary in such a transaction;


<PAGE>


                  (g) enter into customary  agreements  (including if the method
         of  distribution  is by  means  of  an  underwriting,  an  underwriting
         agreement  in  customary  form)  and take  such  other  actions  as are
         reasonably  required in order to expedite or facilitate the disposition
         of  the  Registrable  Stock  to  be so  included  in  the  registration
         statement;

                  (h)  otherwise use all  reasonable  efforts to comply with all
         applicable  rules and regulations of the SEC, and make available to its
         securityholders,  as soon as reasonably practicable, but not later than
         18 months after the effective date of the  registration  statement,  an
         earnings  statement covering the period of at least 12 months beginning
         with the first full month after the effective date of such registration
         statement,  which earnings  statements  shall satisfy the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder; and

                  (i) use all reasonable  efforts to list the Registrable  Stock
         covered  by  such  registration  statement  with  any  U.S.  nationally
         recognized  securities  exchange  on  which  the  Common  Stock is then
         listed.

For purposes of Sections  5.06(a) and  5.06(b),  the period of  distribution  of
Registrable  Stock in a firm  commitment  underwritten  public offering shall be
deemed to extend until each  underwriter  has completed the  distribution of all
securities  purchased by it, and the period of distribution of Registrable Stock
in any other  registration  shall be deemed to extend  until the  earlier of the
sale of all Registrable Stock covered thereby and six months after the effective
date thereof.

                   SECTION 5.07.  Furnish  Information.  It shall be a condition
precedent  to the  obligations  of the  Company to take any action  pursuant  to
Article V of this  Agreement  that the Holders shall furnish to the Company such
information  regarding  themselves,  the Registrable Stock held by them, and the
intended  method  of  disposition  of  such  securities  as  the  Company  shall
reasonably  request and as shall be required in connection with the action to be
taken by the Company.



<PAGE>


                   SECTION 5.08. Expenses of Registration. All expenses incurred
in connection with each registration pursuant to Sections 5.03, 5.04 and 5.05 of
this  Agreement,   excluding  underwriters'   discounts  and  commissions,   but
including, without limitation, all registration,  filing and qualification fees,
word  processing,  duplicating,  printers' and  accounting  fees  (including the
expenses  of any  special  audits  or  "cold  comfort"  letters  required  by or
incidental to such performance and compliance), fees of the National Association
of Securities  Dealers,  Inc. or listing fees,  messenger and delivery expenses,
all fees and expenses of complying with state securities or "blue sky" laws, and
fees and  disbursements of counsel for the Company,  and the reasonable fees and
disbursements of one counsel for the selling Holders (which counsel,  subject to
the registration  rights of holders of the Senior Preferred Stock and ING, shall
be  selected by the  Holders  holding a majority in interest of the  Registrable
Stock being registered),  shall be paid by the Company; provided,  however, that
if a  registration  request  pursuant  to Section  5.03 or 5.05 is  subsequently
withdrawn  by the Holders the Company  shall not be required to pay any expenses
of such registration  proceeding,  and such withdrawing  Holders shall bear such
expenses.  The  Holders  shall  bear and pay the  underwriting  commissions  and
discounts  applicable to  securities  offered for their account and the fees and
disbursements  of any additional  counsel in connection with any  registrations,
filings and qualifications made pursuant to this Agreement.

                   SECTION 5.09. Underwriting  Requirements.  In connection with
any underwritten  offering, the Company shall not be required under Section 5.04
to include shares of Registrable Stock in such underwritten  offering unless the
Holders of such shares of Registrable Stock accept the terms of the underwriting
of such offering that have been  reasonably  agreed upon between the Company and
the underwriters selected by the Stockholders.

                   SECTION 5.10.  Indemnification.  In the event any Registrable
Stock is included in a registration statement under this Agreement:



<PAGE>


                  (a) The Company shall indemnify and hold harmless each Holder,
         such  Holder's  directors  and  officers,  agents of such Holder,  each
         person who  participates  in the  offering of such  Registrable  Stock,
         including  underwriters  (as defined in the  Securities  Act), and each
         Person, if any, who controls such Holder or participating person within
         the meaning of the Securities Act, against any losses,  claims, damages
         or  liabilities,  joint or  several,  to which they may become  subject
         under the Securities  Act, the Exchange Act, state  securities or "blue
         sky" laws or  otherwise,  insofar as such  losses,  claims,  damages or
         liabilities  (or  proceedings  in respect  thereof) arise out of or are
         based on any untrue or alleged  untrue  statement of any material  fact
         contained in such registration  statement on the effective date thereof
         (including any prospectus filed under Rule 424 under the Securities Act
         or any amendments or supplements  thereto) or arise out of or are based
         upon the omission or alleged  omission to state therein a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading,  and shall  reimburse  each such Holder,  such
         Holder's directors and officers,  agents, such participating  person or
         controlling person for any legal or other expenses  reasonably incurred
         by them (but not in excess  of  expenses  incurred  in  respect  of one
         counsel  for Mr.  Otten  and any  Otten  Permitted  Transferee  and one
         counsel for the Stockholders and any Stockholder  Permitted Transferee,
         as the case may be, all of them unless  there is an actual  conflict of
         interest between any indemnified parties, which indemnified parties may
         be represented by separate counsel) in connection with investigating or
         defending any such loss, claim, damage,  liability or action; provided,
         however, that the indemnity agreement contained in this Section 5.10(a)
         shall not apply to amounts paid in settlement of any such loss,  claim,
         damage,  liability or action if such settlement is effected without the
         consent of the Company;  provided further that the Company shall not be
         liable to any Holder,  such Holder's  directors  and officers,  agents,
         participating  person  or  controlling  person in any such case for any
         such loss,  claim,  damage,  liability  or action to the extent that it
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement or omission or alleged  omission made in connection with such
         registration  statement,  preliminary  prospectus,  final prospectus or
         amendments or supplements  thereto,  in reliance upon and in conformity
         with written information furnished expressly for use in connection with
         such  registration  by any such Holder,  such  Holder's  directors  and
         officers,  agents,  participating  person or controlling  person.  Such
         indemnity  shall  remain in full  force and  effect  regardless  of any
         investigation  made by or on behalf of any such Holder,  such  Holder's
         directors and officers,  agents,  participating  person or  controlling
         person,  and shall  survive  the  Transfer of such  securities  by such
         Holder.



<PAGE>


                  (b)  Each  Holder  requesting  or  joining  in a  registration
         severally  and not  jointly  shall  indemnify  and  hold  harmless  the
         Company,  each of its directors and officers,  each Person, if any, who
         controls the Company within the meaning of the Securities Act, and each
         agent and any  underwriter  for the Company  (within the meaning of the
         Securities  Act) against any losses,  claims,  damages or  liabilities,
         joint or several,  to which the Company or any such director,  officer,
         controlling person, agent or underwriter may become subject,  under the
         Securities  Act,  Exchange Act, state  securities or "blue sky" laws or
         otherwise,  insofar as such losses,  claims, damages or liabilities (or
         proceedings  in  respect  thereof)  arise out of or are based  upon any
         untrue  statement or alleged  untrue  statement  of any  material  fact
         contained in such registration  statement on the effective date thereof
         (including any prospectus filed under Rule 424 under the Securities Act
         or any amendments or supplements  thereto) or arise out of or are based
         upon the omission or alleged  omission to state therein a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading,  in each case to the  extent,  but only to the
         extent,  that such untrue  statement  or alleged  untrue  statement  or
         omission or alleged omission was made in such  registration  statement,
         preliminary or final prospectus,  or amendments or supplements thereto,
         in reliance upon and in conformity with written  information  furnished
         by or on behalf of such Holder  expressly  for use in  connection  with
         such  registration;  and each such Holder shall  reimburse any legal or
         other expenses reasonably incurred by the Company or any such director,
         officer, controlling person, agent or underwriter (but not in excess of
         expenses  incurred  in respect of one  counsel  for all of them  unless
         there is an actual conflict of interest between any indemnified parties
         which  indemnified  parties may be represented by separate  counsel) in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage,  liability or action;  provided,  however,  that the  indemnity
         agreement  contained in this Section 5.10(b) shall not apply to amounts
         paid in settlement of any such loss, claim, damage, liability or action
         if such settlement is effected without the consent of such Holder;  and
         provided  further that the liability of each Holder  hereunder shall be
         limited to the proportion of any such loss, claim, damage, liability or
         expense which is equal to the proportion that the net proceeds from the
         sale  of the  Shares  sold  by  such  Holder  under  such  registration
         statement  bears  to the  total  net  proceeds  from  the  sale  of all
         securities  sold  thereunder,  but not in any event to  exceed  the net
         proceeds  received by such Holder  from the sale of  Registrable  Stock
         covered by such registration statement.

                  (c) Promptly after receipt by an indemnified  party under this
         Section  5.10  of  notice  of  the  commencement  of any  action,  such
         indemnified  party shall,  if a claim in respect  thereof is to be made
         against any  indemnifying  party under this  Section  5.10,  notify the
         indemnifying  party in  writing  of the  commencement  thereof  and the
         indemnifying  party shall have the right to  participate  in and assume
         the defense thereof with counsel selected by the indemnifying party and
         reasonably  satisfactory to the indemnified party;  provided,  however,
         that an  indemnified  party  shall  have the  right to  retain  its own
         counsel,  with  all  fees  and  expenses  thereof  to be  paid  by such
         indemnified party, and to be apprised of all progress in any proceeding
         the defense of which has been assumed by the  indemnifying  party.  The
         failure to notify an indemnifying party promptly of the commencement of
         any such  action  shall not  relieve  the  indemnifying  party from any
         liability  in  respect  of  such  action  which  it may  have  to  such
         indemnified party on account of the indemnity contained in this Section
         5.10,  unless  (and  only to the  extent)  the  indemnifying  party was
         prejudiced by such failure,  and in no event shall such failure relieve
         the  indemnifying  party from any other  liability which it may have to
         such indemnified party. No indemnifying party shall,  without the prior
         written consent of the indemnified party,  effect any settlement of any
         claim or  pending  or  threatened  proceeding  in  respect of which the
         indemnified  party is or could  have been a party and  indemnity  could
         have been  sought  hereunder  by such  indemnified  party,  unless such
         settlement includes an unconditional  release of such indemnified party
         from all liability arising out of such claim or proceeding.


<PAGE>

                  (d) To the extent any indemnification by an indemnifying party
         is prohibited or limited by applicable law, the indemnifying  party, in
         lieu of indemnifying  such indemnified  party,  shall contribute to the
         amount  paid or payable by such  indemnified  party as a result of such
         losses,  claims,  damages  or  liabilities  in  such  proportion  as is
         appropriate to reflect the relative fault of the indemnifying party and
         the indemnified  party in connection with the actions which resulted in
         such  losses,  claims,  damages  or  liabilities,  as well as any other
         relevant   equitable   considerations.   The  relative  fault  of  such
         indemnifying  party  and  indemnified  party  shall  be  determined  by
         reference  to,  among  other  things,  whether  or not  any  action  in
         question,  including any untrue or alleged untrue statement of material
         fact or omission or alleged omission to state a material fact, has been
         made by, or relates to information supplied by, such indemnifying party
         or indemnified  party,  and the parties'  relative  intent,  knowledge,
         access to  information  and  opportunity  to correct  or  prevent  such
         action.  The  amount  paid or  payable  by a party as a  result  of the
         losses,  claims,  damages or  liabilities  referred  to above  shall be
         deemed  to  include  any  legal or other  fees or  expenses  reasonably
         incurred  by  such  party  in  connection  with  any  investigation  or
         proceeding.


                  The  parties  hereto  agree  that it  would  not be  just  and
equitable if  contribution  pursuant to this Section  5.10(d) were determined by
pro rata  allocation  or by any other method of  allocation  which does not take
into  account  the  equitable  considerations  referred  to in  the  immediately
preceding paragraph.  No Person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                   SECTION 5.11.  Lockup.  Each Holder shall, in connection with
any registration of the Company's securities, upon the request of the Company or
the underwriters managing any underwritten offering of the Company's securities,
agree in writing  not to effect any sale,  disposition  or  distribution  of any
Registrable  Stock  (other  than  (i) the  Registrable  Stock  included  in such
registration or (ii) as permitted by clause (B) of Section 4.02(a)), without the
prior written consent of the Company or such  underwriters,  as the case may be,
for  such  period  of time  from 60 days  prior  to the  effective  date of such
registration  to such  time as the  Company  or the  underwriters  may  specify;
provided,  however, that (x) all Executives and Directors shall also have agreed
not to effect any sale,  disposition or distribution  of any  Registrable  Stock
under the circumstances and pursuant to the terms set forth in this Section 5.11
and (y) in no event  shall the  Holders  be  required  to not  effect  any sale,
disposition  or  distribution  for longer  than 180 days after the  Registration
Statement becomes effective pursuant to this Section 5.11.

                   SECTION 5.12.  Transfer of  Registration  Rights.  Subject to
Article IV, the registration  rights of the Stockholders or Mr. Otten under this
Agreement  with  respect  to any  Registrable  Stock may be  transferred  to any
Permitted Transferee of such Registrable Stock; provided,  however, that (i) the
Stockholders  and Mr. Otten shall give the Company written notice at or prior to
the  time of such  Transfer  stating  the  name  and  address  of the  Permitted
Transferee and identifying the securities with respect to which the rights under
this Agreement are being transferred; (ii) such Permitted Transferee shall agree
in writing, in form and substance reasonable  satisfactory to the Company, to be
bound as a Holder by the  provisions of this  Agreement;  and (iii)  immediately
following such  Transfer,  the further  disposition  of such  securities by such
Permitted Transferee is restricted under the Securities Act. Except as set forth
in this  Section  5.12,  no  Transfer  of  Registrable  Stock  shall  cause such
Registrable Stock to lose such status.

                   SECTION 5.13.  Rule 144  Information.  Subject to Article IV,
and  with a  view  to  making  available  the  benefits  of  certain  rules  and
regulations of the SEC which may at any time permit the sale of the  Registrable
Stock to the public without  registration,  at all times after 90 days after any
Shelf  Registration  Statement  covering a public  offering of securities of the
Company under the Securities Act shall have become effective, the Company agrees
to:

                  (a) make and keep public information available, as those terms
         are understood and defined in Rule 144 under the Securities Act;



<PAGE>


                  (b) use its  best  efforts  to file  with  the SEC in a timely
         manner all reports and other  documents  required of the Company  under
         the Securities Act and the Exchange Act; and

                  (c) furnish to each Holder of Registrable Stock forthwith upon
         request a written  statement by the Company as to its  compliance  with
         the reporting  requirements  of such Rule 144 and of the Securities Act
         and the  Exchange  Act, a copy of the most recent  annual or  quarterly
         report of the Company, and such other reports and documents so filed by
         the Company as such Holder may reasonably request in availing itself of
         any rule or  regulation  of the SEC  allowing  such  Holder to sell any
         Registrable Stock without registration.




                                   ARTICLE VI

                            FURNISHING OF INFORMATION

                   SECTION 6.01.  Furnishing of Information.  For so long as the
Stockholders,  on the one hand, and Mr. Otten,  on the other hand,  Beneficially
Own at least 5% of the  outstanding  shares of Common Stock (on a Fully  Diluted
Basis):

                  (a)  The  Company  will  furnish  or  make  available  to  the
         Stockholders  and/or Mr. Otten,  as the case may be, its annual reports
         to  stockholders  and any  quarterly  or other  financial  reports  and
         information   furnished   by  it  to   stockholders   pursuant  to  the
         requirements of the Exchange Act.

                  (b) If the  Company  is not  required  to  furnish  annual  or
         quarterly reports to its stockholders  pursuant to the Exchange Act, it
         shall furnish to the Stockholders and/or Mr. Otten, as the case may be,
         its financial statements, including any notes thereto (and with respect
         to annual reports, an auditors' report by a nationally  recognized firm
         of  independent   certified   public   accountants),   a  "Management's
         Discussion   and  Analysis  of  Financial   Condition  and  Results  of
         Operations"  and  such  other   information  which  the  Company  would
         otherwise be required to include in annual and quarterly  reports filed
         under the Exchange Act.



<PAGE>


                  (c) The Company shall, at any reasonable time and from time to
         time, permit the Stockholders  and/or Mr. Otten, as the case may be, or
         any agent or representative  thereof, to examine and make copies of and
         abstracts from the records and books of account of the Company,  and to
         discuss the  records,  finances and accounts of the Company with any of
         its officers,  Directors and with their  independent  certified  public
         accountants.


                                   ARTICLE VII

                               GENERAL PROVISIONS

                    SECTION 7.01.  Waiver.  The parties  hereto may agree to (a)
extend the time for the  performance of any of the  obligations or other acts of
other parties,  (b) waive any inaccuracies in the representations and warranties
of other parties contained herein or in any document  delivered by other parties
pursuant hereto or (c) waive compliance with any of the agreements or conditions
of other parties contained  herein.  Any such extension or waiver shall be valid
only if set forth in an instrument in writing  signed by the parties to be bound
thereby.  Any waiver of any term or condition shall not be construed as a waiver
of any subsequent  breach or a subsequent  waiver of the same term or condition,
or a waiver of any other term or condition,  of this  Agreement.  The failure of
any party to assert any of its rights hereunder shall not constitute a waiver of
any of such  rights.  Oak Hill shall have all  authority to act on behalf of the
other Stockholders under this Section 7.01.

                   SECTION  7.02.  Expenses;  Attorneys'  Fees.  (a)  Except  as
otherwise  specified  in this  Agreement,  all  costs and  expenses,  including,
without  limitation,  fees and disbursements of counsel,  financial advisors and
accountants,  incurred in connection  with this  Agreement and the  transactions
contemplated  hereby  shall  be paid  by the  party  incurring  such  costs  and
expenses.

                  (b) A party in  breach of this  Agreement  shall,  on  demand,
indemnify  and hold  harmless the other  parties for and against all  reasonable
out-of-pocket  expenses,  including legal fees,  incurred by such other party by
reason of the enforcement and protection of its rights under this Agreement. The
payment of such  expenses is in addition to any other relief to which such other
party may be entitled.

                   SECTION 7.03. Notices. All notices, requests, claims, demands
and other  communications  hereunder  shall be in writing  and shall be given or
made (and  shall be deemed to have  been  duly  given or made upon  receipt)  by
delivery in person, by courier service, by telecopy,  by e-mail or by registered
or certified mail (postage prepaid,  return receipt requested) to the respective
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified in a notice given in accordance with this Section 7.03):



<PAGE>


                  (a)      if to the Company or Mr. Otten,

                           American Skiing Company
                           Sunday River Road
                           Bethel, ME  04217
                           Telecopy:  (207) 824-5110
                           Attention:  Leslie B. Otten
                           Christopher E. Howard

 with copies (which shall not constitute notice to the Company or Mr. Otten) to:

                           Pierce Atwood
                           One Monument Square
                           Portland, ME  04101
                           Telecopy:  (207) 791-1350
                           Attention:   David J. Champoux, Esq.
                          (e-mail: dchampoux@pierceatwood.com)

                           and

                           Shearman & Sterling
                           599 Lexington Avenue
                           New York, NY  10022-6069
                           Telecopy:  (212) 848-7179
                           Attention:   Robert Evans III, Esq.
                                        (e-mail: revans@shearman.com)
                                        Peter D. Lyons, Esq.
                                        (e-mail: plyons@shearman.com)



<PAGE>


                  (b)      if to the Stockholders,

                           Oak Hill Capital Partners, L.P.
                           201 Main Street
                           Fort Worth, Texas 76102
                           Attention: Ray Pinson

                           and

                           Oak Hill Capital Management, Inc.
                           Park Avenue Tower
                           65 East 55th Street
                           New York, NY  10022
                           Telecopy:  212-754-5685
                           Attention:  Steven B. Gruber
                                          Bradford E. Bernstein

         with a copy (which shall not constitute notice to the Stockholders) to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, NY  10019
                           Telecopy:  (212) 373-2377
                           Attention:  Matthew Nimetz, Esq.

                   SECTION 7.04. Headings. The descriptive headings contained in
this Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.  No party to this Agreement
shall be deemed to be the draftsman of this Agreement.

                   SECTION 7.05. Severability. If any term or other provision of
this Agreement is invalid,  illegal or incapable of being enforced by any Law or
public  policy,   all  other  terms  and  provisions  of  this  Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially  adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the  transactions  contemplated  hereby are consummated as originally
contemplated to the greatest extent possible.



<PAGE>


                   SECTION 7.06. Entire Agreement. This Agreement, together with
the Voting  Agreement,  constitutes  the entire  agreement of the parties hereto
with respect to the subject matter hereof and  supersedes  all prior  agreements
and undertakings, both written and oral, between the parties with respect to the
subject matter hereof.

                   SECTION 7.07.  Assignment.  This Agreement shall inure to the
benefit  of and be  binding  upon  the  successors  and  assigns  of each of the
parties,  including,  with respect to the Company,  any  successor  corporation;
provided, however, other than as contemplated by the Delaware Reincorporation or
any other merger involving the Company, no party hereto shall assign or delegate
any of the rights or obligations  created under this Agreement without the prior
written consent of the other parties, except to Affiliates of Oak Hill or to Oak
Hill Securities Fund,  L.P.;  provided,  however,  that no such assignment shall
release Oak Hill or any of the other  Stockholders from any of their obligations
hereunder.  Oak Hill  shall  have all  authority  to act on  behalf of the other
Stockholders under this Section 7.07.

                   SECTION  7.08. No Third Party  Beneficiaries.  Except for the
provisions of Article V relating to indemnified parties, this Agreement shall be
binding  upon and inure  solely to the benefit of the  parties  hereto and their
permitted  assigns and  nothing  herein,  express or implied,  is intended to or
shall  confer upon any other  Person any legal or  equitable  right,  benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

                   SECTION 7.09. Amendment. This Agreement may not be amended or
modified  except (a) by an instrument in writing signed by, or on behalf of, the
parties  hereto or (b) by a waiver in  accordance  with Section  7.01.  Oak Hill
shall have all authority to act on behalf of the other  Stockholders  under this
Section 7.09.

                   SECTION 7.10. Governing Law; Forum. (a) Prior to the Delaware
Reincorporation,   this  Agreement  shall  be  governed  by,  and  construed  in
accordance  with,  the  laws of the  State  of  Maine  and (b) on or  after  the
occurrence of the Delaware Reincorporation, this Agreement shall be governed by,
and construed in  accordance  with,  the laws of the State of Delaware,  in each
case,  as applicable  to contracts  executed in and to be performed  entirely in
that state and without regard to any applicable conflicts of law principles. All
actions and  proceedings  arising out of or relating to this Agreement  shall be
heard and  determined  in any State or federal court in Maine (if such action or
proceeding is commenced  prior to the Delaware  Reincorporation)  or in Delaware
(if such action or proceeding is commenced after the Delaware  Reincorporation).
Each of the  parties to this  Agreement  (a)  consents  to submit  itself to the
personal  jurisdiction  of any Maine or Delaware State or federal court,  as the
case may be, in the event that any dispute  arises out of this  Agreement or any
of the transactions  contemplated by this Agreement, (b) agrees that it will not
attempt to deny or defeat such personal  jurisdiction by motion or other request
for leave from any such  court and (c) agrees  that it will not bring any action
in relation to this Agreement or any of the other  transactions  contemplated by
this  Agreement  in any court other than any Maine or Delaware  State or federal
court, as the case may be.



<PAGE>


                   SECTION  7.11.  Effect  of  Delaware  Reincorporation.   This
agreement  shall continue in full force and effect  notwithstanding  any actions
taken in connection with the Delaware Reincorporation.

                   SECTION 7.12.  Counterparts.  This  Agreement may be executed
and delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

                   SECTION 7.13. Specific Performance.  The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled  to specific  performance  of the terms  hereof,  in addition to any
other remedy at law or equity.


<PAGE>



                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed as of the date first above written.

                                                AMERICAN SKIING COMPANY


                                                 By: /s/ Leslie B. Otten
                                                    Name:  Leslie B. Otten
                                                    Title:  As President

                                                      LESLIE B. OTTEN


                                                    /s/ Leslie B. Otten


CONSENTED TO AND ACKNOWLEDGED BY:

ING US CAPITAL LLC,
         AS PLEDGEE OF SHARES
         OF CLASS A COMMON
         STOCK AND COMMON STOCK
         BENEFICIALLY OWNED BY
         LESLIE B. OTTEN

By:        /s/  Robert L. Fellows
     Name:        Robert L. Fellows
     Title:       Director


<PAGE>


                                                OAK HILL CAPITAL PARTNERS, L.P.

                                                By:    OHCP GenPar, L.P.,
                                                       its general partner

                                                By:    OHCP MGP, LLC,
                                                       its general partner


                                                By:      /s/ Steven B. Gruber
                                                    Name:    Steven B. Gruber
                                                    Title:   Managing Member


                                                OAK HILL CAPITAL MANAGEMENT
                                                     PARTNERS, L.P.

                                                By:  OHCP GenPar, L.P.,
                                                     its general partner

                                                By:  OHCP MGP, LLC,
                                                     its general partner


                                                By:      /s/ Steven B. Gruber
                                                    Name:    Steven B. Gruber
                                                    Title:   Vice President


                                                  OAK HILL SECURITIES FUND, L.P.

                                        By:    Oak Hill Securities GenPar, L.P.,
                                               its General Partner

                                        By:    Oak Hill Securities MGP, Inc.,
                                               its General Partner


                                        By:      /s/ Glenn R. August
                                              Name:    Glenn R. August
                                              Title:   President





<PAGE>


                                                OHCP SKI, L.P.

                                       By:   Oak Hill Capital Partners, L.P.
                                             its general partner

                                      By:    OHCP GenPar, L.P.,
                                             its general partner

                                        By:  OHCP MGP, LLC,
                                             its general partner


                                       By:      /s/ Steven B. Gruber
                                              Name:    Steven B. Gruber
                                              Title:   Vice President



<PAGE>



<TABLE>
<CAPTION>

                                     ANNEX A

                                  STOCKHOLDERS

<S>                                                                 <C>
--------------------------------------------------------------------------------------------------------------------

                                                                       Jurisdiction and
Name                                                                 Type of Organization
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Oak Hill Capital Partners, L.P.                                           Delaware L.P.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Oak Hill Capital Management Partners, L.P.                               Delaware L.P.

--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Oak Hill Securities Fund, L.P.                                           Delaware L.P.
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

OHCP SKI, L.P.                                                           Delaware L.P.
--------------------------------------------------------------------------------------------------------------------


</TABLE>