1
        STATEMENT OF INTENTION AND SPECIAL ADDITIONAL FINANCING AGREEMENT

         THIS   STATEMENT  OF  INTENTION  AND   ADDITIONAL   SPECIAL   FINANCING
AGREEMENT(as  amended  from  time to time,  this  "Statement  of  Intention  and
Agreement"), dated July 25, 2000 between GRAND SUMMIT RESORT PROPERTIES, INC., a
Maine  corporation  (herein  referred  to  as  "GSRP"),  and  TEXTRON  FINANCIAL
CORPORATION, a Delaware corporation ("TFC").

         1.       STATEMENT OF INTENTIONS; BACKGROUND; AND APPLICABLE TERMS.

         GSRP and TFC mutually  acknowledge,  agree to, and state, the following
(all of which are hereby  incorporated into and made a part of this Statement of
Intention and Agreement):

                  (a)  Existing  LSA.  GSRP,   TFC,  as  a  lender  and  as  the
         administrative agent, Finova Capital Corporation,  Litchfield Financial
         Corporation and [Conseco Financial Services, f/k/a Green Tree Financial
         Servicing  Corporation]  are parties to that  certain Loan and Security
         Agreement,  dated as of September 1, 1998, as amended from time to time
         to (but not including) the date hereof (the "Existing LSA").

                  (b) Definitions. Capitalized terms used but not defined herein
         shall have the meanings ascribed thereto in the Existing LSA;

                  (c) 1997  Projects.  The Attitash  Loan, the Jordan Bowl Loan,
         the  Killington  Loan and the Mt. Snow Loan have each been paid in full
         and no further  Advances  are being made in respect of any of such 1997
         Projects. Release Prices, at reduced percentages (50% rather than 100%)
         of net proceeds from sales of Quartershare  Interests,  are still being
         collected from sales of Quartershare Interests at the 1997 Projects and
         being applied to the remaining  balance of the Loan. In connection with
         this  Statement  of Intention  and  Agreement,  it is GSRP=s  intent to
         increase the Release Prices in respect of the 1997 Projects from 50% of
         net proceeds to 65% of net proceeds and to also effect a similar change
         to the Release Prices  applicable to the Canyons  Project and Steamboat
         Projects  once  the  Canyons  Obligations  and  Steamboat  Obligations,
         respectively, are paid in full.

                  (d) Canyons  Project.  The Canyons  Project has  received  its
         final  Certificate  of  Occupancy,  and sales of  Canyons  Quartershare
         Interests are generating  Release Prices that are being applied to, and
         paying down, the Canyons Loan.

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                  (e)  Steamboat  Project.  Due to  certain  cost  overruns  and
         delivery delays  identified  below,  upon full advance of the Steamboat
         Construction  Project  Advance  Commitments  there will be insufficient
         funds  available  under the  Existing  LSA to  complete  the  Steamboat
         Project.  The Steamboat  Project has not yet been fully  constructed in
         accordance  with the Plans for the  Steamboat  Project.  Disputes  have
         arisen around  modifications  that may have been effected to such Plans
         as well as change orders,  construction  change  directives,  delays in
         delivery and other modifications that may have been effected in respect
         of the Steamboat Construction  Contract.  GSRP has not consented to, or
         otherwise  approved,  any  modifications to the Plans or change orders,
         construction  change directives or other modifications to the Steamboat
         Construction  Contract that have not complied with the  requirements of
         the  Existing LSA and the Security  Documents in respect  thereof.  The
         Steamboat  General  Contractor  has asserted  that such change  orders,
         construction change directives and other modifications to the Steamboat
         Construction Contract (collectively,  the "Overrun Modifications") have
         been  properly  made and/or  incurred  and that costs,  both direct and
         indirect  as set  forth in  detail  on  Attachment  1  hereto,  arising
         therefrom  aggregate  $9,715,336  (the  "Overrun  Costs") and that such
         overrun costs are due and payable to the Steamboat General  Contractor.
         The Overrun Costs are in excess of the  "Guaranteed  Maximum  Price" of
         $70,000,000 in the Steamboat Construction Contract.

                  (f)  Steamboat  Project  Construction  Delays.  The  aforesaid
         Overrun  Modifications  have also, among other things,  resulted in the
         Steamboat General  Contractor not constructing the Steamboat Project so
         that it was substantially complete,  within the meaning of that term in
         the  Steamboat   Construction  Contract,  on  February  11,  2000.  The
         Steamboat General Contractor does not expect to substantially  complete
         the Steamboat Project and obtain a final certificate of occupancy until
         October 23, 2000, but expects to be able to deliver  Residential  Units
         with  conditional  certificates  of occupancy (with all such conditions
         being  acceptable  to  the  Special   Subordinated  Lender)  in  phases
         commencing  on September  4, 2000,  as more  particularly  set forth in
         clause (i) below.  The Existing LSA provides for a Completion  Date for
         the Steamboat Project of September 1, 2000.

                  (g) No further Steamboat  Construction  Project  Advances.  No
         Steamboat  Construction  Project  Advance  Lender is  prepared  to make
         additional  Steamboat  Construction  Project  Advances in excess of the
         Steamboat  Construction  Project  Borrowing  Base or  their  respective
         Steamboat  Construction  Project Advance  Commitment under the terms of
         the Existing LSA.

                  (h)  Defaults.  There is in  existence  no Default or Event of
         Default under the Existing LSA.

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                  (i) Special  Financing  being  provided by this  Statement  of
         Intention and Agreement. TFC, in its individual capacity as a Steamboat
         Construction  Project  Advance Lender and not as  Administrative  Agent
         (TFC, as the advancing lender of the facility hereinafter  described in
         this paragraph 1(i) is referred to herein as the "Special  Subordinated
         Lender"),  is  prepared  to make,  subject to the terms and  conditions
         hereinafter  set  forth,  available  to GSRP in  conjunction  with  the
         Existing LSA a special  subordinated  loan  facility up to a maximum of
         principal amount of $10,000,000 (the  "Subordinated  Loan Tranche") for
         the sole  purpose of  financing  the  Construction  Costs  necessary to
         complete all  construction of the Steamboat  Project in accordance with
         the  supplemented  Plans for such Project (the  "Supplemented  Plans"),
         which shall  reflect the  originally  approved  Plans for the Steamboat
         Project and such modifications thereto as are described on Attachment 2
         hereto (the  "Steamboat  Plan  Modifications"),  and to provide certain
         nonconstruction cost financing for GSRP in respect of Sales,  Marketing
         &  Other  Costs,  FF&E  Costs  or  other  similar  out-of-pocket  costs
         ("Nonconstruction  Costs").  The completion of the  construction of the
         Steamboat  Project,  in accordance with the Supplemented  Plans,  shall
         proceed in accordance with the  construction  timeline and schedule set
         forth on Attachment 3 hereto (the "Construction  Completion Timeline"),
         which timeline  shall provide for distinct  stages of completion of the
         Steamboat  Project so that the  "lobby" and the  Steamboat  Residential
         Units  on  floors  1  through  4 of  the  Steamboat  Project  shall  be
         substantially  completed,  as  such  term  is  used  in  the  Steamboat
         Construction Contract, and shall have received conditional certificates
         of occupancy (with all such conditions  being acceptable to the Special
         Subordinated  Lender) no later than  September  4, 2000 and  additional
         Steamboat  Residential  Units being  completed  and  receiving  similar
         certificates  of occupancy  on the date or dates set forth  therefor in
         the Construction Completion Timeline.

                  (j)  Attachments.  The  Subordinated  Loan  Tranche  would  be
         evidenced  by an  amendment  attachment,  substantially  in the form of
         Attachment  4  hereto,  to be  executed  by GSRP  and  attached  to the
         Steamboat  Construction Project Note of TFC. Advances in respect of the
         Subordinated Loan Tranche  ("Subordinated Loan Tranche Advances") would
         be deemed by GSRP and TFC to be Steamboat Construction Project Advances
         under the  Existing  LSA and would be secured by all of the  Collateral
         (including, without limitation, the Steamboat Assignment of Architect=s
         Contract,   the  Steamboat  Assignment  of  Contracts,   the  Steamboat
         Assignment of Construction Contract, the Steamboat Assignment of Rents,
         the  Steamboat   Assignment  of  Declarant=s   Rights,   the  Steamboat
         Assignment of Property-Related  Contracts,  the Steamboat Assignment of
         Rents, and the Steamboat Blanket Mortgage), provided that:

                           (i) the  Subordinated  Loan  Tranche and all advances
                  made  thereunder by TFC, as the Special  Subordinated  Lender,
                  would  not  count  as,  or be  construed  as  being a part of,
                  Steamboat   Construction   Project  Advance  Commitments  (the
                  undertaking  of TFC, as the Special  Subordinated  Lender,  to
                  make   Subordinated   Loan  Tranche  Advances  to  GSRP  being
                  evidenced  solely by this Statement of Intention and Agreement
                  on the terms and conditions hereinafter set forth),

                           (ii)  the  Subordinated  Loan  Tranche  would  not be
                  counted as, or be a part of,  Steamboat Loan Exposure or other
                  Loan Exposure under the Existing LSA,

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                           (iii) TFC, as the Special  Subordinated Lender, would
                  not be counted as, or be a part of, the Steamboat Construction
                  Project Required Lenders and would not otherwise be counted as
                  or vote as a Lender  under  the  Existing  LSA  solely  in its
                  capacity as the Special Subordinated Lender hereunder,

                           (iv)  Except  as set  forth  below  with  respect  to
                  certain "free and clear proceeds"  arising from the Collateral
                  referred to in Paragraph  2(b)(iii)(6) below, the Subordinated
                  Loan Tranche and all Collateral securing the same is and shall
                  be junior and  subordinate to (A) the payment of all Loans and
                  other  Obligations  under the  Existing  LSA and (B) the Liens
                  securing the same in the  Collateral;  it is the  intention of
                  GSRP and TFC, as the  Special  Subordinated  Lender,  that the
                  rights  of the  Lenders  under the  Existing  LSA shall not be
                  impaired  or  prejudiced  in any  way  by  this  Statement  of
                  Intention and Agreement and it is further the view of GSRP and
                  TFC, as the Special Subordinated Lender, that the availability
                  of  the   Subordinated   Loan  Tranche  is  essential  to  the
                  completion of the construction of the Steamboat  Project,  the
                  repayment of the Steamboat Loan and the continued  performance
                  by GSRP of all of its other undertakings and agreements in the
                  Existing LSA and,  accordingly,  directly benefits the Lenders
                  under the Existing LSA, and

                           (v) GSRP  will  collaterally  assign  to the  Special
                  Subordinated  Lender (pursuant to an assignment  substantially
                  in the form of  Attachment  5 hereto) all of its right,  title
                  and interest in and to the "free and clear  proceeds"  arising
                  from the Collateral described in Paragraph  2(b)(iii)(6) below
                  and GSRP shall authorizes the Administrative Agent to pay such
                  amounts directly to the Special  Subordinated  Lender.  In the
                  event that no Default  or Event of  Default  exists  under the
                  Existing LSA, no default or event of default exists hereunder,
                  no accrued interest  hereunder  remains unpaid, no installment
                  of Success  Fee  remains  unpaid and no  material  casualty or
                  condemnation  shall have  occurred,  the Special  Subordinated
                  Lender  shall  return  to GSRP  70% of such  "free  and  clear
                  proceeds;"  otherwise,  subject to Paragraph 2(b)(iii) hereof,
                  it shall retain all of such "free and clear proceeds."

                  (k)      Term Summary.  In consideration of TFC=s

                           (i) making the Subordinated Loan Tranche available to
                  the GSRP,

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                           (ii) not requiring the  application  of the Steamboat
                  Construction   Project   Advances   Maturity   Date   to   the
                  Subordinated  Loan Tranche but rather  establishing a separate
                  maturity  date  with  respect  thereto  of August 1, 2003 (the
                  "Subordinated  Loan  Tranche  Maturity  Date");  it being  the
                  intention of the parties hereto that the outstanding principal
                  balance  of the  Subordinated  Loan  Tranche  shall be payable
                  (other  than on said  maturity  date or in the  instance of an
                  acceleration of the Subordinated Loan Tranche Obligations,  as
                  hereinafter  defined) only in  connection  with the receipt by
                  GSRP of  "free  and  clear"  cash  flow  referred  to below in
                  Paragraph 2(b)(iii)(6),

                           (iii) making such  Subordinated  Loan Tranche  junior
                  and  subordinate  to the  Loans  under the  existing  Loan and
                  Security Agreement, as provided in Paragraph 2(b)(i) hereof,

                           (iv)  not requiring the  application of  the  Default
                  Rate to the Subordinated Loan Tranche,

                           (v)   providing for the deferral of interest payments
                  and

                           (vi)  allowing  the   voluntary   prepayment  of  the
                  Subordinated Loan Tranche Advances, in whole (but not in part)
                  at any  time,  at the  sole  election  of  GSRP,  and  without
                  prepayment or premium of any kind other than the Final Payment
                  Fee  together  with  all  other   Subordinated   Loan  Tranche
                  Obligations  (upon the prepayment in full of the  Subordinated
                  Loan Tranche  Advances,  no further  Subordinated Loan Tranche
                  Advances shall be obtainable hereunder),

         GSRP agrees, as more particularly set forth below,

                           (A) to pay interest on the  principal  balance of the
                  Subordinated  Loan Tranche from time to time  outstanding at a
                  rate of interest of twenty  percent  (20%) per annum,  payable
                  monthly in arrears on the last day of such month (or,  if such
                  day  is  not  a  Business  Day,  on  the  first  Business  Day
                  thereafter),  provided  that  only 50% of the  amount  of such
                  interest  accrued  in  respect  of any month  shall be due and
                  payable in cash on the last day  thereof  and the other 50% of
                  such amount of such interest  shall, if no Default or Event of
                  Default  under the Existing LSA or default or event of default
                  hereunder shall exist,  automatically be deferred (without the
                  accrual  of any  further  interest  thereon)  until  the Final
                  Payment Date (as defined in subclause (B) immediately  below),
                  at which time such deferred  amount  (together  with all other
                  deferred  amounts of interest  hereunder) shall become due and
                  payable and,

                           (B)      to pay the Special Subordinated Lender

                                            (1) in  installments  as provided in
                                    Paragraph  2(b)(iii)(3)  hereof,  a  fee  of
                                    $1,000,000  or such lesser  amount as may be
                                    required  by  Paragraph   6(a)  hereof  (the
                                    "Syndication Fee") and

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                                            (2) in one lump sum a final  payment
                                    fee  (the  "Final  Fee"),   which  shall  be
                                    payable on the  earlier of the  Subordinated
                                    Loan  Tranche  Maturity  Date or the date on
                                    which all principal of the Subordinated Loan
                                    Tranche is fully paid (such date is referred
                                    to  herein  as the  "Final  Payment  Date"),
                                    equal to the sum of the Final Fee  Component
                                    Amounts  for each of the  Subordinated  Loan
                                    Tranche   Advances,   where  a  "Final   Fee
                                    Component  Amount" for a  Subordinated  Loan
                                    Tranche  Advance shall equal the  difference
                                    between the original  outstanding  principal
                                    amount  of such  Subordinated  Loan  Tranche
                                    Advance  minus the  discounted  net  present
                                    value  of  each   payment  of  interest  and
                                    principal  in respect  of such  Subordinated
                                    Loan   Tranche    Advance    determined   in
                                    accordance with customary financial practice
                                    by using a discount  period of one month and
                                    a monthly  interest  rate equal to 2.083333%
                                    (or such  lesser  rate as may be required by
                                    Paragraph  6(a)  hereof) and by  discounting
                                    each such payment of principal  and interest
                                    from the date on which such payment was made
                                    to the  date  when  such  Subordinated  Loan
                                    Tranche  Advance was originally  extended by
                                    the   Special   Subordinated   Lender   (for
                                    purposes  of  determining   interest  to  be
                                    discounted  in respect  of any  Subordinated
                                    Loan  Tranche  Advance,  only  the  interest
                                    payments  accruing at 20% per annum  thereon
                                    shall be included  therein and such interest
                                    payments  shall be deemed  paid on the dates
                                    on which they are actually  paid in cash and
                                    any  of  such  interest  payments  that  are
                                    deferred,   in  accordance  with  the  terms
                                    hereof,  to the Final  Payment Date shall be
                                    deemed, for purposes of this  determination,
                                    to have  been  paid  in  cash on such  Final
                                    Payment Date);

                           (C) to pay to the  Special  Subordinated  Lender,  as
                  requested  by it  from  time to time  during  the  term of the
                  Subordinated  Loan  Tranche  after the  payment in full of the
                  Syndication Fee, its reasonable costs and fees, which

                                    (1)  in  the  aggregate   shall  not  exceed
                           $2,000,000  or such lesser  amount as may be required
                           by       Section        6(a)        hereof       (the
                           "Participation/Syndication Costs") and

                                    (2)  shall  have  been  incurred  or will be
                           incurred by TFC, in its capacity as a "Lender"  under
                           the  Existing  LSA  and as the  Special  Subordinated
                           Lender hereunder, in connection with obtaining one or
                           more  participants for the Subordinated  Loan Tranche
                           and/or TFC=s other Advances under the Existing LSA;

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                  such Participation/Syndication Costs shall be incurred only if
                  determined  to be  necessary  by TFC in  the  exercise  of its
                  professional  judgment in order to attract participants in the
                  prevailing loan/participation market for commercial loans; the
                  funding of the payment of such Participation/Syndication Costs
                  will  be  limited  to 30% of the  "free  and  clear  proceeds"
                  arising   from  the   Collateral   referred  to  in  Paragraph
                  2(b)(iii)(4)  below; GSRP acknowledges that TFC is required by
                  its internal lending  constraints to reduce its aggregate loan
                  exposure   under  the  Existing  LSA  and  this  Statement  of
                  Intention  and  Agreement  to  $30,000,000  or less as soon as
                  possible  after November 30, 2000 and that the payment of such
                  Participation/Syndication  Costs is  essential  to  assist  in
                  achieving that reduction;

                  (l) The  Reserve.  The  Subordinated  Loan  Tranche  shall  be
         available,  subject to the satisfaction of the conditions  precedent to
         advancing  a  Steamboat  Construction  Project  Advance  and the  other
         conditions precedent set forth below in this Statement of Intention and
         Amendment, in multiple Subordinated Loan Tranche Advances. The proceeds
         of such  Advances  shall be used to pay for  Construction  Costs of the
         Steamboat  Project and as further  provided  in this  clause  (l);  any
         repayment of principal of any  Subordinated  Loan Tranche Advance shall
         not be available to be reborrowed  hereunder.  The Special Subordinated
         Lender may, in its sole discretion,  reserve $2,000,000 (the "Reserve")
         of the Subordinated Loan Tranche to fund potential  Construction  Costs
         of the Steamboat  Project and  Nonconstruction  Costs in respect of the
         Steamboat  Project or any other  Project of GSRP.  The Reserve shall be
         disbursed  solely  on the  conditions  precedent  set  forth  below  in
         Paragraph 3.

                  (m) Other  Lenders.  It is not the intention of either GSRP or
         TFC to effect,  pursuant to this  Statement of Intention and Agreement,
         any amendment or modification to the Existing LSA that is prohibited by
         its terms.  It is not the  intention of either GSRP or TFC to impair or
         adversely  affect in way any Loan or the Collateral  therefor under the
         Existing  LSA.  This  Statement  of  Intention  and  Agreement  and the
         Subordinated  Loan  Tranche  provided for herein is intended to enhance
         the  Collateral  for  such  Loans  and  contribute  to  the  successful
         repayment of such Loans by enabling  GSRP to complete  construction  of
         the  Steamboat  Project and commence the  consummation  of the sales of
         Steamboat Quartershare Interests. GSRP has notified each of the Lenders
         under the Existing LSA of its entering into this Statement of Intention
         and Agreement  with TFC and will seek their  approval to the amendments
         contemplated in Paragraph 5(f) below. The Special  Subordinated  Lender
         is entering  into this  Statement  of  Intention  and  Agreement in its
         individual capacity and not as the Administrative Agent.

                  (n)  Incorporation.  All  statements  in this  Paragraph 1 are
incorporated into and made a part hereof.

         2.  SUBORDINATED  LOAN TRANCHE AND TERMS OF  SUBORDINATED  LOAN TRANCHE
ADVANCES.

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         Subject to the  satisfaction  of all  conditions  precedent  that would
otherwise be applicable to a Steamboat  Construction  Project  Advance under the
Existing LSA (except where such conditions would be directly  contradicted by an
express term of this  Statement of Intention and  Agreement,  in which case such
term shall control) and subject to the other  conditions  precedent set forth in
Paragraph 3 hereof, the Special  Subordinated Lender agrees to make Subordinated
Loan Tranche Advances to GSRP from the date hereof to and including December 31,
2000 in an aggregate  principal amount at any one time outstanding not to exceed
$10,000,000.  Each  Subordinated  Loan  Tranche  Advance  shall be a part of the
Subordinated  Loan Tranche and the Subordinated  Loan Tranche shall be deemed to
be a part of the credit extended to GSRP under the Steamboat Loan by the Special
Subordinated  Lender  (as  a  Steamboat  Construction  Project  Advance  Lender)
pursuant to the Existing  LSA, and GSRP shall execute and deliver to the Special
Subordinated  Lender  an  amendment  attachment  (substantially  in the  form of
Attachment 4 hereto) to its Steamboat Note (to be affixed thereto by the Special
Subordinated  Lender)  to  evidence  such  Subordinated  Loan  Tranche  and each
Subordinated Loan Tranche Advance to be made thereunder, provided that

                  (a)  Limitations of Subordinated  Loan Tranche  Advances -- no
         principal advanced by the Special Subordinated Lender in respect of the
         Subordinated Loan Tranche shall

                           (i)      qualify as Steamboat Loan Exposure,

                           (ii)     count  as  Steamboat  Construction   Project
                  Advance Commitments,

                           (iii) be included in any  determination as to whether
                  the  Steamboat  Loan  or the  Steamboat  Project  Construction
                  Advances  have,  in  the  aggregate,  exceeded  the  Steamboat
                  Construction Project Borrowing Base,

                           (iv) entitle the Special  Subordinated Lender to vote
                  any principal  amount or other amounts  outstanding in respect
                  of the  Subordinated  Loan  Tranche for any purpose  under the
                  Existing LSA (unless all of the Obligations under the Existing
                  LSA {without  including  therein any Subordinated Loan Tranche
                  Obligations} have been fully and finally paid),

                           (v) enable the Special  Subordinated Lender, as such,
                  to claim the  status as being  one of the  Steamboat  Required
                  Lenders,  one of the Required  Parties or the right to vote on
                  any  issue  requiring  unanimous  consent  of all  Lenders  or
                  Steamboat  Construction Project Lenders under the Existing LSA
                  (unless all of the Obligations under the Existing LSA {without
                  including therein any Subordinated  Loan Tranche  Obligations}
                  have fully and finally been paid),

                           (vi)  claim any fees or rights to be  reimbursed  for
                  any costs and expenses as a Steamboat Lender or a Lender under
                  the Existing LSA,

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                           (vii)  enable the Special  Subordinated  Lender to be
                  able to claim a share of the  Collateral  or any  proceeds  in
                  respect  thereof  except as it otherwise  would be entitled to
                  claim  as a  Lender  or the  Administrative  Agent  under  the
                  Existing LSA or as set forth in Paragraph 2(b)(ii),  Paragraph
                  2(b)(iii)(6) or Paragraph 2(b)(iii)(8) below, or

                           (viii) cause the outstanding principal balance of the
                  Loans  (including  the  outstanding  principal  balance of the
                  Subordinated  Loan Tranche) to exceed the Maximum  Outstanding
                  Loan Limit (which is $105,000,000).

                  (b) Certain  Terms  Applicable  to  Subordinated  Loan Tranche
         Advances -- subject to the  limitations and  restrictions  set forth in
         subclause (a) above and in this subclause (b),

                           (i) the  principal,  interest,  fees  (including  the
                  Syndication Fee and the  Participation/Syndication  Costs) and
                  other  costs and  expenses  incurred  in  connection  with the
                  Subordinated  Loan Tranche  (collectively,  the  "Subordinated
                  Loan Tranche  Obligations")  are intended to be and qualify as
                  Steamboat Obligations,  to be secured by all of the Collateral
                  (including,  without limitation,  the Steamboat  Assignment of
                  Architect=s  Contract,  the Steamboat Assignment of Contracts,
                  the  Steamboat  Assignment  of  Construction   Contract,   the
                  Steamboat  Assignment of Rents,  the  Steamboat  Assignment of
                  Declarant=s    Rights,    the    Steamboat    Assignment    of
                  Property-Related Contracts, the Steamboat Assignment of Rents,
                  and the Steamboat  Blanket  Mortgage),  to be evidenced by the
                  Steamboat Note of the Special  Subordinated Lender pursuant to
                  an amendment attachment to be affixed thereto (as set forth in
                  Attachment  4 hereto)  and to be  junior  and  subordinate  in
                  payment   to  the   Obligations   (excluding   therefrom   any
                  Subordinated  Loan  Tranche  Obligations)  and in  Lien to the
                  Liens in and to the Collateral  securing such Obligations,  as
                  more particularly provided for in Attachment 6 hereto;

                           (ii) the Administrative  Agent shall act on behalf of
                  the  Special  Subordinated  Lender,  to the same  extent as it
                  would act under the Existing LSA as Administrative  Agent, for
                  purposes of securing, perfecting,  asserting, and/or enforcing
                  Liens  and  security  interests  in and to the  Collateral  as
                  security for the Subordinated Loan Tranche Obligations (except
                  that the Special  Subordinated  Lender  shall have no right to
                  instruct the  Administrative  Agent or to  participate  in any
                  instructions  being given to the  Administrative  Agent unless
                  and  until  all of the  Obligations  under  the  Existing  LSA
                  (without  including  therein  any  Subordinated  Loan  Tranche
                  Obligations)  have  fully  and  finally  been  paid;  for  the
                  avoidance of doubt and subject to the terms and  provisions of
                  Paragraph   2(b)(i)   hereof,   GSRP  hereby   grants  to  the
                  Administrative  Agent on  behalf of the  Special  Subordinated
                  Lender a security  interest and Lien in and to the  Collateral
                  to  secure  the  payment  and/or  performance  of  all  of the
                  Subordinated Loan Tranche Obligations;

                                       9
<PAGE>

                           (iii) the Subordinated Loan Tranche Obligations shall
                  be, and be deemed to be, part of the,  Steamboat  Obligations,
                  except that

                                    (1) the rate of interest  payable in respect
                           thereof,   the   amount  of  fees   payable   thereon
                           (including,  without limitation, the Syndication Fee,
                           the      Final      Payment      Fee      and     the
                           Participation/Syndication   Costs)   and  all   other
                           Subordinated   Loan  Tranche   Obligations  shall  be
                           payable  only to the Special  Subordinated  Lender in
                           accordance  with the terms hereof and out of Free and
                           Clear Proceeds,  from other funds of GSRP that do not
                           constitute  Collateral  or from funds of GSRP that do
                           constitute   Collateral   but   after   all   of  the
                           Obligations  under the  Existing  LSA (other than the
                           Subordinated  Loan  Tranche  Obligations)  have  been
                           fully and finally paid, as hereinafter provided for,

                                    (2) the  Subordinated  Loan Tranche Advances
                           and the Subordinated  Loan Tranche  Obligations shall
                           mature  on the  Subordinated  Loan  Tranche  Maturity
                           Date,  provided that, in any case,  the  Subordinated
                           Loan   Tranche   Obligations   shall  be  subject  to
                           acceleration  as set forth in the last  paragraph  of
                           Paragraph 2(b)(iii)(7) hereof,

                                    (3)  subject to  Paragraph  2(b)(i)  hereof,
                           (aa)  GSRP  shall  pay  to the  Special  Subordinated
                           Lender the Syndication Fee in installments, each such
                           installment  being payable  whenever after October 1,
                           2000 Free and Clear Proceeds are available, with each
                           such  installment  being in an amount equal to 30% of
                           the  amount of such Free and Clear  Proceeds;  if the
                           full  Syndication  Fee shall have not been paid on or
                           prior to December 31,  2000,  it shall become due and
                           payable in full on such date, and (bb) GSRP shall pay
                           to the  Special  Subordinated  Lender  on  the  Final
                           Payment Date the Final  Payment Fee, as determined in
                           respect  of such  Final  Payment  Date as  calculated
                           pursuant to Paragraph 1(k)(b) hereof,

                                    (4)   GSRP   shall   pay  to   the   Special
                           Subordinated  Lender  the   Participation/Syndication
                           Costs, in such amounts (up to an aggregate  amount of
                           $2,000,000 or such lesser amount as shall be required
                           by Paragraph  6(a) hereof) as may be requested by the
                           Special   Subordinated   Lender  from  time  to  time
                           hereunder  after the  Syndication Fee shall have been
                           paid in  full,  provided  that the  aggregate  of all
                           requests for such payment in any calendar month shall
                           not  exceed  30% of the  amount  of  Free  and  Clear
                           Proceeds  available  in  respect  of the  immediately
                           preceding month (less any  Syndication  Fees that may
                           have  been  paid  in  such  preceding   month);   the
                           incurrence of  Participation/Syndication  Costs shall
                           be as provided for in Paragraph 1(k)(C) hereof;



                                       10
<PAGE>


                                    (5) as additional consideration for the fees
                           and rate of  interest  set forth  above,  the Special
                           Subordinated  Lender  agrees that no Default  Rate of
                           interest shall be applicable to the Subordinated Loan
                           Tranche Obligations;

                                    (6) all  payments  in  respect  of the  Host
                           Company Lease  Agreements,  the sale of  Quartershare
                           Interests, the sale of Commercial Units and any other
                           payments   (either   as   Release   Price   payments,
                           application  of insurance or  condemnation  proceeds,
                           test  date  excess   payments  or  cure  payments  of
                           borrowing  base  deficiencies)  that are derived from
                           any of the  Projects and that are not required by the
                           terms of the  Existing  LSA to be  applied  to one or
                           more of the  Loans and which  GSRP,  pursuant  to the
                           terms of the Existing  LSA, is entitled to retain and
                           use  (collectively,  the "Free  and Clear  Proceeds")
                           shall be,  promptly upon the receipt  thereof by GSRP
                           (and GSRP hereby instructs the  Administrative  Agent
                           to pay all of such Free and Clear  Proceeds  directly
                           to the Special Subordinated Lender), delivered to the
                           Special  Subordinated  Lender for  application to the
                           Subordinated Loan Tranche Obligations as follows:

                                            first,   towards   the   costs   and
                                    expenses    incurred    by    the    Special
                                    Subordinated  Lender under this Statement of
                                    Intention and Agreement,  including, without
                                    limitation, any Loan Costs in respect of the
                                    Subordinated  Loan  Tranche  and  all  other
                                    fees,   costs  and  expenses  set  forth  in
                                    Paragraph 6(c) hereof;

                                            second,   towards  the  accrued  and
                                    unpaid  interest  on the  Subordinated  Loan
                                    Tranche  Advances  (other  than the  portion
                                    thereof that shall have been deferred to the
                                    Final Payment Date);

                                            third, towards the  then-outstanding
                                    principal  amount  of  the Subordinated Loan
                                    Tranche Advances, and

                                            fourth,  any other Subordinated Loan
                                    Tranche Obligations.

                                       11

<PAGE>


                           For the avoidance of doubt,  Free and Clear  Proceeds
                           shall include any and all proceeds  delivered to GSRP
                           from the Cash  Collateral  Account and shall  include
                           all  payments  in respect of the Host  Company  Lease
                           Agreements,  the sale of Quartershare Interests,  the
                           sale of Commercial  Units and any other payments that
                           are derived from any of the Projects on and after the
                           date  on  which  the  Obligations   (other  than  the
                           Subordinated Loan Tranche  Obligations) are fully and
                           finally  paid. To the extent that no Default or Event
                           of Default  exists under the Existing LSA, no default
                           or event of  default  exists  hereunder,  no  accrued
                           interest payable in cash then due and payable remains
                           unpaid,  no installment of the  Syndication  Fee then
                           due  and  payable  remains  unpaid  and  no  material
                           casualty  or  condemnation  in  respect  of a Project
                           shall  have  occurred,  the  portion  of any Free and
                           Clear   Proceeds  to  be  applied  as  set  forth  in
                           subclauses first through third above shall be limited
                           to 30% of the amount  thereof  and the amount of such
                           Free and Clear Proceeds to be applied as set forth in
                           subclause   fourth  above  shall  be  limited  to  an
                           additional  30% of such Free and Clear  Proceeds with
                           such additional 30% being applied first solely to the
                           payment  of  the   Syndication  Fee  as  provided  in
                           Paragraph  2(b)(iii)(3) hereof and second,  after the
                           Syndication  Fee is paid in full,  to the  payment of
                           Participant/Syndication    Costs   as   provided   in
                           Paragraph 2(b)(iii)(4) hereof, and any remaining Free
                           and Clear Proceeds shall be returned to GSRP free and
                           clear of any security interest or Lien of the Special
                           Subordinated  Lender  therein.   Notwithstanding  the
                           immediately    preceding   sentence,    the   Special
                           Subordinated  Lender shall retain and have a security
                           interest  and  Lien  in  and to all  Free  and  Clear
                           Proceeds  unless and until it has  returned a portion
                           thereof  to  GSRP as  provided  above  and  expressly
                           releases  its  security  interest and Lien therein in
                           connection with such return.

                                    (7) the following shall be additional Events
                           of Default  applicable to just the Subordinated  Loan
                           Tranche:

                                            (i) the Steamboat General Contractor
                                    refuses  to  confirm  that  the  "Guaranteed
                                    Maximum Price" under, and as defined in, the
                                    Steamboat  General  Contract  is  less  than
                                    $80,000,000,  excluding  amounts  in dispute
                                    between  GSRP  and  the  Steamboat   General
                                    Contractor   that  are  not  then  currently
                                    included in said "Guaranteed Maximum Price;"

                                       12

<PAGE>


                                            (ii) the "Guaranteed  Maximum Price"
                                    under,  and as  defined  in,  the  Steamboat
                                    General  Contract is  determined by a final,
                                    nonappealable   judgment  to  be  more  than
                                    $80,000,000  (inclusive  of any amounts that
                                    were  formerly in dispute  between  GSRP and
                                    the Steamboat General  Contractor under said
                                    Steamboat  General Contract) or GSRP and the
                                    Steamboat  General  Contractor  shall  enter
                                    into a definitive  settlement agreement that
                                    provides for said "Guaranteed Maximum Price"
                                    (inclusive of any amounts that were formerly
                                    in dispute  between  GSRP and the  Steamboat
                                    General   Contractor  under  said  Steamboat
                                    General    Contract)   to   be   more   than
                                    $80,000,000  and as to  which  GSRP  has not
                                    obtained  the prior  written  consent of the
                                    Special Subordinated Lender;

                                            (iii)    the    Steamboat    General
                                    Contractor  is not in  compliance  with  the
                                    Construction  Completion  Timeline  for  the
                                    phased completion of the Steamboat  Project;
                                    and

                                            (iv) any  Lender  (other  than  TFC,
                                    Litchfield  Financial   Corporation  or  any
                                    other  Lender   having   consented  to  this
                                    Statement of  Intention  and  Agreement,  in
                                    writing,  and their  successors and assigns)
                                    or Fleet Bank shall  object (in  writing) to
                                    this Statement of Intention and Agreement.

                           The Subordinated Loan Tranche Obligations may, at the
                           option  of  the  Special   Subordinated   Lender,  be
                           declared  immediately  due and payable by the Special
                           Subordinated  Lender,  with or without written notice
                           or demand to GSRP,  upon the  occurrence of any Event
                           of  Default  under  the  Existing  LSA  or any of the
                           above-listed  additional  Events of Default  and such
                           Subordinated Loan Tranche Obligations  (together with
                           the  Syndication  Fee, the Final  Payment Fee and all
                           deferred  and  unpaid  interest)  shall   immediately
                           become due and payable and, in connection  therewith,
                           all obligations of the Special Subordinated Lender to
                           make  Subordinated  Loan Tranche  Advances  hereunder
                           shall  terminate.  The  Final  Payment  Fee  shall be
                           determined   as  of  the   date   of  the   aforesaid
                           acceleration  as if  all  Subordinated  Loan  Tranche
                           Advances  had then been paid in full and, if said Fee
                           is not  paid on such  date,  it shall  bear  interest
                           hereunder  at a rate  per  annum of 20%  (subject  to
                           Paragraph 6(a) hereof).


                                       13
<PAGE>


                                    (8) upon the full and final repayment of all
                           Obligations (other than the Subordinated Loan Tranche
                           Obligations),  the Special  Subordinated Lender shall
                           have the full right to  instruct  the  Administrative
                           Agent to  foreclose  on all or any of the  Collateral
                           and to apply all proceeds from all  Collateral to the
                           Subordinated Loan Tranche Obligations as follows:

                                            first,   towards   the   costs   and
                                    expenses    incurred    by    the    Special
                                    Subordinated  Lender under this Statement of
                                    Intention and Agreement,  including, without
                                    limitation, any Loan Costs in respect of the
                                    Subordinated  Loan  Tranche  and  all  other
                                    fees,   costs  and  expenses  set  forth  in
                                    Paragraph 6(c) hereof;

                                            second,  towards  the  accrued   and
                                    unpaid  interest  on  the  Subordinated Loan
                                    Tranche Advances;

                                            third,  towards the then-outstanding
                                    principal  amount  of  the Subordinated Loan
                                    Tranche Advances,

                                            fourth,  to the payment of the Final
                                    Payment Fee and the Syndication Fee,

                                            sixth,   to  the   payment  of   the
                                    Participation/Syndication Costs, and

                                            seventh, to  any  other Subordinated
                                    Loan Tranche Obligations.

         3.       CONDITIONS TO MAKING OF SUBORDINATED LOAN TRANCHE ADVANCES.

         The  conditions  precedent set forth in Section 2.1(a) and Section 6 of
the Existing LSA, as such  conditions  apply to the making of Steamboat  Project
Construction  Advances,  shall apply to the making of Subordinated  Loan Tranche
Advances except to the extent that such conditions are inconsistent with any one
or more of the conditions set forth below,  and each of the conditions set forth
below  shall also be  applicable  to the  making of  Subordinated  Loan  Tranche
Advances:

                  (a) General  Contractor  Certificate -- the Steamboat  General
         Contractor  shall  have  delivered  a  special  construction   contract
         certificate  which shall be in form and substance  satisfactory  to the
         Special Subordinated Lender and which shall, among other things,

                           (i) confirm that the Steamboat General Contract is in
                  full force and effect and has not been suspended or terminated
                  by the Steamboat General Contractor,

                           (ii) have attached thereto all modifications,  change
                  orders and construction  change  directives  applicable to the
                  Steamboat General Contract and not previously delivered to the
                  Special Subordinated Lender,



                                       14
<PAGE>


                           (iii)  set  forth  a then  current  breakdown  of the
                  guaranteed maximum price under the Steamboat General Contract,
                  which  shall in no case  exceed  $80,000,000,  and the amounts
                  currently in dispute between the Steamboat General  Contractor
                  and GSRP,

                           (iv) set  forth and  confirm  the  Steamboat  General
                  Contractor=s  compliance with Construction Completion Timeline
                  and will confirm its ability to comply with a staged  delivery
                  of Steamboat Residential Units commencing on September 4, 2000
                  and ending on October 23, 2000,

                           (v)  which   acknowledges   the   Steamboat   General
                  Contractor=s   acceptance  of  a  "dual  check"   disbursement
                  procedure if required by the Special  Subordinated  Lender for
                  the then remaining unadvanced portion of the Subordinated Loan
                  Tranche and

                           (vi) otherwise  be  substantially  in  the  form   of
                  Attachment 7 hereto;

         Sections  2.1(a)(ii) and (iii) and 6.5(b) of the Existing LSA shall not
         be applicable to the making of Subordinated Loan Tranche Advances.  For
         the  avoidance of doubt,  the Special  Subordinated  Lender may require
         other  reasonable  conditions  precedent to be satisfied in  connection
         with any  advancement by way of a Subordinated  Loan Tranche Advance of
         the  Reserve  (including,  without  limitation,   additional  financial
         statements  and  projections;  Nonconstruction  Cost  invoices or bills
         together  with  evidences of the payment  thereof;  and proof that such
         advancements  are not being  used to  indirectly  satisfy  construction
         costs in respect of the Steamboat Project).

                  (b) Availability under Existing LSA -- no Special Loan Tranche
         Advance  shall be made if there is  availability  remaining  under  the
         Existing LSA to make Steamboat Construction Project Advances;

                  (c) Defaults -- no Special Loan Tranche  Advance shall be made
         if a Default or Event of Default  exists  under the  Existing  LSA or a
         default or event of default  exists  under this  Statement of Intention
         and Agreement;

                  (d) Joint Checks -- if  requested by the Special  Subordinated
         Lender,  GSRP shall  exercise  its right  under the  Steamboat  General
         Contract to require  disbursement  of the then  requested  Subordinated
         Loan Tranche  Advance by the so-called  "joint  check" method  (whereby
         checks are made payable to both the Steamboat  General  Contractor  and
         the particular  materialman,  supplier or subcontractor then being paid
         from the proceeds of such Subordinated Loan Tranche Advance); and

                  (e) Exceeding  $105MM  --  after  giving  effect  to any  then
         requested  Subordinated Loan Tranche Advance,  the aggregate  principal
         amount  outstanding  under the Loans and the Subordinated  Loan Tranche
         shall not exceed the Maximum Outstanding Loan Amount.

         4.       REPRESENTATIONS AND WARRANTIES.

         In order to induce the  Special  Subordinated  Lender to enter into and
perform under this Statement of Intention and Agreement,  GSRP hereby, as of the
date hereof, represents and warrants as follows:


                                       15
<PAGE>


                  (a) Warranties and Representations True and Correct. Except as
         otherwise disclosed on Attachment 8 hereto, each of the representations
         and  warranties  contained in Section 4 of the Existing LSA is true and
         correct as of the date hereof.

                  (b)  Transaction  Is Legal and  Authorized.  The execution and
         delivery of this  Statement of Intention  and  Agreement  and the other
         documents and instruments  contemplated  herein, and compliance by GSRP
         with all of the provisions of this Statement of Intention and Agreement
         and each of the other documents contemplated herein are:

                           (i)  within the corporate powers of GSRP;

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

                  (c)  Governmental  Consent.  Neither the nature of GSRP, or of
         any of its businesses or Properties,  or any relationship  between GSRP
         and any  other  Person,  or any  circumstance  in  connection  with the
         execution or delivery of this  Statement of Intention and Agreement and
         the  other  documents  contemplated  in  connection  herewith,  nor the
         operation  of any Project and the sale,  or offering  for sale,  of any
         Quartershare  Interest of any of the  Projects  by GSRP,  is such as to
         require  a  consent,   approval   or   authorization   of,  or  filing,
         registration or qualification  with, any governmental  authority on the
         part of GSRP, as a condition of the execution,  delivery or performance
         of this Agreement and the other  documents  contemplated  in connection
         herewith.

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

                  (e) Brokers' Fees.  There are no brokers and finders which are
         entitled to receive  compensation  for their services  rendered to GSRP
         with respect to the transactions described in this Agreement.


                                       16
<PAGE>


                  (f) No Defaults  or Events of Default.  No Default or Event of
         Default has occurred and is continuing, nor does any event or condition
         exist that would  constitute  a Default or an Event of Default upon the
         execution and delivery of this  Agreement.  No material  adverse change
         has occurred in or in respect of the  Collateral  or any one or more of
         the Projects,  except as disclosed herein with respect to the Steamboat
         Project.  GSRP has performed all of its obligations under the Steamboat
         Construction Contract.

         5.  CONDITIONS  PRECEDENT TO THIS  STATEMENT OF INTENTION AND AGREEMENT
BECOMING EFFECTIVE.

         This  Statement of Intention  and Agreement  shall become  effective on
July __,  2000 (the  "Closing  Date")  upon the parties  hereto  executing  this
Statement of Intention and  Agreement and upon each of the following  conditions
being satisfied:

                  (a) Secretary's Certificates.  The Special Subordinated Lender
         shall have  received a  certificate  of the  Secretary or any Assistant
         Secretary of GSRP, in form and substance reasonably satisfactory to the
         Special Subordinated Lender, dated as of the Closing Date, certifying

                           (i) the adoption by the Board of Directors of GSRP of
                  a resolution authorizing GSRP to enter into this Agreement and
                  the transactions and instruments contemplated hereby, and

                           (ii) the  incumbency  and authority of, and verifying
                  the specimen signatures of, the officers of GSRP authorized to
                  execute and deliver  this  Agreement  and the other  documents
                  contemplated hereunder.

                  (b) Legal  Opinion.  GSRP shall have  delivered to the Special
         Subordinated   Lender  a  legal   opinion  from  its  General   Counsel
         substantially in the form set forth in Attachment 10 hereto.

                  (c)  Expenses.  GSRP  shall  have  paid all fees and  expenses
         incurred  by  the  Special  Subordinated  Lender  in  the  negotiation,
         preparation and closing of this Statement of Intention and Agreement or
         otherwise required to be paid by it to the Special  Subordinated Lender
         pursuant to  Paragraph  6(c) below or Section  11.2 of the Existing LSA
         (including  the  fees  and  disbursements  of  counsel  to the  Special
         Subordinated Lender).

                  (d)      Other Documents.

                           (i)      GSRP  shall  have  executed and delivered to
                  the Special Subordinated Lender

                                    (A)   the   amendment   attachment   to  the
                           Construction    Project    Advance   Note   of   TFC,
                           substantially in the form of Attachment 4 hereto,


                                       17
<PAGE>


                                    (B)  the   modification   agreement  to  the
                           Steamboat   Blanket   Mortgage   and  the   Steamboat
                           Assignment  of  Rents,  substantially  in the form of
                           Attachment 9 hereto,

                                    (C)  the   assignment   of  Free  and  Clear
                           Proceeds, substantially in the form of Attachment 5-A
                           hereto  (together with  appropriate  UCC-1  financing
                           statements  in respect  thereof)  and the  collateral
                           assignment,  substantially  in the form of Attachment
                           5-B hereto and

                                    (D) the  collateral  assignment  of  certain
                           rights,  claims  and  proceeds  of GSRP  under  or in
                           respect  of  the  breach  of  the  Steamboat  General
                           Contractor of the Steamboat Construction Contract and
                           the breach of Steamboat  Architect  of its  agreement
                           with GSRP (in form and substance  satisfactory to the
                           Special Subordinated Lender) and

                           (ii) GSRP shall have delivered to the  Administrative
                  Agent a  date-down  endorsement  in respect  of the  Steamboat
                  Blanket Mortgage and such  endorsement  shall show no Liens in
                  and to the Steamboat Project other than Permitted Exceptions.

                  (e)   Representations.   The  warranties  and  representations
         contained or referred to in this  Statement of Intention  and Agreement
         shall be true in all material respects on the Closing Date.

                  (f)  Amendment  to Existing  LSA.  The Existing LSA shall have
         been amended to provide a Completion Date with respect to the Steamboat
         project of October __, 2000.


                  (g) Put Elimination.  GSRP shall have delivered to the Special
         Subordinated  Lender evidence that Fleet Bank no longer has a so-called
         "put"  option with respect to all or a portion of the loans that it has
         advanced to GSRP=s parent.

                  (h) Proceedings Satisfactory.  All actions taken in connection
         with the execution of this Statement of Intention and Agreement and all
         documents  and papers  relating  thereto shall be  satisfactory  to the
         Special Subordinated Lender and its counsel.

                                       18
<PAGE>



6.       MISCELLANEOUS




                  (a) Maximum  Rate.  GSRP and the Special  Subordinated  Lender
         intend  to  comply  at  all  times  with  applicable  usury  laws.  All
         agreements  between  the  GSRP  and the  Special  Subordinated  Lender,
         whether now existing or hereafter  arising and whether written or oral,
         are  hereby  limited  so that in no  contingency,  whether by reason of
         demand or acceleration of the payment of the Subordinated  Loan Tranche
         Advances or  otherwise,  shall the interest  contracted  for,  charged,
         received,  paid or agreed to be paid to the Special Subordinated Lender
         in respect of the Subordinated Loan Tranche Advances exceed the maximum
         amount  permissible  under  applicable  law (the "Maximum  Rate").  The
         Special  Subordinated  Lender may, in  determining  the Maximum Rate in
         effect from time to time, take advantage of any law, rule or regulation
         in  effect  from time to time  available  to the  Special  Subordinated
         Lender  which  exempts the Special  Subordinated  Lender from any limit
         upon the rate of  interest  it may  charge  or  grants  to the  Special
         Subordinated  Lender the right to charge a higher rate of interest than
         that otherwise  permitted by applicable law. If, from any  circumstance
         whatsoever,   interest  would  otherwise  be  payable  to  the  Special
         Subordinated  Lender  in  respect  of  the  Subordinated  Loan  Tranche
         Advances in excess of the Maximum Rate,  such  interest  payable to the
         Special  Subordinated  Lender shall be reduced to the Maximum Rate; and
         if from any  circumstance  the Special  Subordinated  Lender shall ever
         receive  anything of value  deemed  interest on the  Subordinated  Loan
         Tranche  Advances by  applicable  law in excess of the Maximum Rate, an
         amount  equal  to  any  excessive  interest  shall  be  applied  to the
         reduction of the principal of the  Subordinated  Loan Tranche  Advances
         and not to the  payment  of  interest,  or if such  excessive  interest
         exceeds  the  unpaid  balance of  principal  of the  Subordinated  Loan
         Tranche  Advances,  such excess shall be refunded to GSRP. All interest
         paid or agreed to be paid to the Special  Subordinated Lender shall, to
         the  extent  permitted  by  applicable  law,  be  amortized,  prorated,
         allocated  and  spread  throughout  the full  period  during  which the
         Subordinated  Loan Tranche Advances may be outstanding until payment in
         full of the principal  thereof so that the interest on the Subordinated
         Loan Tranche Advances (taking also into consideration,  for purposes of
         such amortization, prorating, allocation and spreading, the outstanding
         principal  balance  of the  Steamboat  Note as well as the  outstanding
         principal  balance of the Subordinated  Loan Tranche Advances) for such
         full  period  shall not exceed the  Maximum  Rate.  GSRP agrees that in
         determining  whether or not any interest payment  hereunder exceeds the


                                       19
<PAGE>


         Maximum Rate, any non-principal  payment (except payments  specifically
         described  herein as "interest")  including  without  limitation,  late
         charges,  shall to the  maximum  extent not  prohibited  by law,  be an
         expense, fee or premium rather than interest.  The Special Subordinated
         Lender hereby expressly disclaims any intent to contract for, charge or
         receive  interest in an amount  which  exceeds the  Maximum  Rate.  The
         provisions  of this  Statement of Intention and Agreement and the other
         documents  contemplated  herein  are  hereby  modified  to  the  extent
         necessary  to  conform  with the  limitations  and  provisions  of this
         paragraph, and this paragraph shall govern over all other provisions in
         any document or agreement  now or hereafter  existing.  This  paragraph
         shall never be superseded or waived unless there is a written  document
         executed by the  Special  Subordinated  Lender and the GSRP,  expressly
         declaring the usury  limitation  set forth in this paragraph to be null
         and  void,  and no other  method  or  language  shall be  effective  to
         supersede or waive this paragraph.

                  (b)  Parties,   Successors  and  Assigns.  This  Statement  of
         Intention and Agreement  shall be binding upon and inure to the benefit
         of the  parties  hereto and their  respective  successors  and  assigns
         (except that GSRP may not assign any of its rights hereunder),  and all
         representations,  covenants,  provisions and agreements by or on behalf
         of  GSRP  which  are  contained  in this  Statement  of  Intention  and
         Agreement  shall inure to the benefit of the  successors and assigns of
         the Special  Subordinated  Lender.  Except as otherwise provided,  this
         Statement of Intention and Agreement  shall not create and shall not be
         construed as creating any rights  enforceable  by, or benefits in favor
         of, any Person not a party hereto.

                  (c)  Costs.  Whether  or  not  the  transactions  contemplated
         hereunder  are  completed,  GSRP shall pay all  expenses of the Special
         Subordinated  Lender relating to negotiating,  preparing,  documenting,
         closing and  enforcing  this  Statement  of  Intention  and  Agreement,
         including, but not limited to:

                           (i)  the  cost  of  reproducing  this  Statement   of
                  Intention and Agreement and the documents contemplated herein;

                           (ii) the  fees  and  disbursements  of  the   Special
                  Subordinated Lender's counsel;

                           (iii) the Special Subordinated Lender's out-of-pocket
                  expenses  in  connection  with any  audits in  respect of GSRP
                  and/or the Collateral conducted by such Lender;

                           (iv)  all  fees  and  expenses  (including  fees  and
                  expenses  of  counsel  to  the  Special  Subordinated  Lender)
                  relating  to any  amendments,  waivers,  consents or review of
                  documents in connection  with this  Statement of Intention and
                  Agreement or relating to the funding of any Subordinated  Loan
                  Tranche Advance hereunder;


                                       20
<PAGE>




                           (v) all costs, outlays,  attorneys' fees and expenses
                  of  every  kind  and  character  had or  incurred  in (A)  the
                  enforcement  of  any of  the  provisions  of,  or  rights  and
                  remedies under, this Statement of Intention and Agreement, any
                  assignment  agreement,  or  any  other  document  contemplated
                  herein or hereby  and (B) the  preparation  for,  negotiations
                  regarding,  consultations  concerning, or the defense of legal
                  proceedings involving,  any claim or claims made or threatened
                  against the Special  Subordinated  Lender  arising out of this
                  transaction or the  protection of the Collateral  securing the
                  Subordinated Loan Tranche  Obligations,  expressly  including,
                  without  limitation,  the defense by the Special  Subordinated
                  Lender of any legal  proceedings  instituted  or threatened by
                  any Person (including,  without limitation,  GSRP or any other
                  Lender) to seek to recover or set aside any  payment or setoff
                  theretofore received or applied by Special Subordinated Lender
                  with respect to the Subordinated Loan Tranche Obligations;

                           (vi)  all  filing  and  recording  fees,   costs  and
                  expenses  which may be incurred  by the  Special  Subordinated
                  Lender with respect to the filing or recording of any document
                  or instrument  relating to the transactions  described in this
                  Statement of Intention and Agreement; and

                           (vii)  all  fees,  costs  and  expenses  owing to the
                  Disbursement Agent under the Loan Disbursement Agreement.

                  (d) Governing Law; Amendment.  This Statement of Intention and
         Agreement shall be governed by the internal laws of the State of Maine.
         To the  extent  any  provision  of  this  Statement  of  Intention  and
         Agreement is not enforceable under applicable law, such provision shall
         be  deemed  null and void and shall  have no  effect  on the  remaining
         portions of this Statement of Intention and  Agreement.  This Statement
         of Intention and  Agreement may not be amended or modified  except in a
         writing as to which both GSRP and the Special  Subordinated  Lender are
         parties.

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


                                       21
<PAGE>


                  (f) Survival.  All warranties,  representations  and covenants
         made by GSRP herein or in any certificate or other instrument delivered
         by it or on its behalf under this  Statement of Intention and Agreement
         shall  be   considered   to  have  been  relied  upon  by  the  Special
         Subordinated  Lender and shall  survive the  execution  and delivery of
         this  Statement of Intention and  Agreement.  The obligation of GSRP to
         pay the Syndication Fee and the  Participation/Syndication  Costs shall
         survive  the  payment in full of the other  Subordinated  Loan  Tranche
         Obligations.

                  (g)      Further Assurances.


                           (i) GSRP  will,  at its own  expense,  do such  other
                  things,  execute and file such other  documents  and undertake
                  such  other  actions  as may be  reasonably  requested  by the
                  Special  Subordinated Lender to fully consummate and close the
                  transactions   contemplated   herein,    including,    without
                  limitation, amending any of the existing Blanket Mortgages and
                  Assignment   of  Rents  to  fully   cover   the   transactions
                  contemplated herein.

                           (ii)  If  any  Lender  (other  than  TFC,  Litchfield
                  Financial  Corporation or any other Lender having consented to
                  this Statement of Intention and  Agreement,  in writing) shall
                  instruct  the  Administrative  Agent  to act in a way  that is
                  contrary  to the terms and  provisions  of this  Statement  of
                  Intention and Agreement,  GSRP agrees, at its own expense,  to
                  do such things,  execute and file such documents and undertake
                  such  actions as may be  reasonably  requested  by the Special
                  Subordinated  Lender in order to cause such  instruction to be
                  rescinded and/or appropriately  modified to be consistent with
                  the terms and provisions hereof or, in lieu thereof, to modify
                  this  Statement  of  Intention  and  Agreement  (to the extent
                  approved by the Special  Subordinated Lender) to be consistent
                  with such instruction.

                           (iii) An independent consultant,  satisfactory to the
                  Special  Subordinated  Lender,  shall have  submitted a report
                  addressed  to  GSRP  and  the  Special   Subordinated   Lender
                  confirming  the  amount of the  remaining  Construction  Costs
                  needed to complete the construction of the Steamboat  Project,
                  and  such  report  shall  be   satisfactory   to  the  Special
                  Subordinated Lender.


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

                                       22
<PAGE>



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



GSRP:                                           Lender:

GRAND SUMMIT RESORT                             TEXTRON FINANCIAL
PROPERTIES, INC.                                CORPORATION



By /s/Mark P. Girard                            By/s/ Nicholas Mecca
     Name:Mark P. Girard                             Name: Nicholas Mecca
     Title:Vice President                            Title: Vice President