EMPLOYMENT AGREEMENT

         This  Agreement  is made  and  entered  into as of the 17th day of May,
2000,  by   and   between   William  J.  Fair,   of  Redondo  Beach,  California
(hereinafter  referred to as the  "Executive")  and American Skiing  Company,  a
corporation duly organized and existing under the laws of the State of Delaware,
and having a place of business at Bethel, Maine (hereinafter  referred to as the
"Company").

         The Company  hereby  agrees to employ the  Executive  and the Executive
accepts  such  employment  upon  the  terms  and  conditions  set  forth in this
Agreement.

         1.       Duties.

         1.1 Executive  shall serve the Company as "Chief  Operating  Officer of
American  Skiing Company and President - Resort  Operations"  during the term of
this Agreement and shall be primarily  responsible  for the management of all of
the Company's ski resort operations and divisions,  and shall be responsible and
accountable  for achieving both functional and financial  Company  objectives as
outlined  in the  Company's  annual  business  plans and  budgets  approved  and
modified from time to time by the Company's board of directors.  Executive shall
perform his duties at such places  (initially,  Bethel,  Maine) and times as the
Company  may  reasonably  prescribe,  and  shall  report  to and be  subject  to
supervision  and direction by the Chairman and Chief  Executive  Officer and the
Board of Directors of the Company.

                  1.2  Executive  shall devote his full time and best efforts to
the  performance of his duties for the Company and shall not engage in any other
business  activities during the Employment Term without prior written consent of
the Company.

         2.       Term and Termination.

         2.1 Term: The term of Executive's  employment under this Agreement will
commence on May 17, 2000 (the  "Commencement  Date") and  continue for three (3)
years through May 17, 2003 (the "Employment  Term") unless sooner  terminated as
set forth in Section 2.2 of this Agreement.  By mutual written agreement entered
into on or prior to May 17, 2002,  the parties may extend this  Agreement.  Upon
expiration of the Employment Term,  should  Executive  continue in the Company's
employ and the parties have not executed a written  extension or new  employment
agreement,  Executive  shall be an  "Executive  at  will"  at the same  level of
compensation  as set forth in Sections  3.1 and 3.2 hereof.  Except as stated in
Section 5 below, no other terms of this Agreement shall be applicable subsequent
to the Employment Term.

                  2.2      Termination:

                  (a)      Executive's  employment under this Agreement shall be
                           terminated  upon the  earliest to occur of any of the
                           following:

                           (i)      the death of the Executive;

                           (ii)     the  Executive's  inability  to perform  his
                                    duties   on   account   of   disability   or
                                    incapacity  for a period  of six (6) or more
                                    months, as determined by the Company's Chief
                                    Executive Officer or Board of Directors.


                           (iii)    the  termination of  Executive's  employment
                                    by Executive because of a material change in
                                    the duties of Executive from those described
                                    herein at the direction of the Company after
                                    written notice from Executive to the Company
                                    of the specific duties and material  changes
                                    in Executive's  duties to which  he objects,
                                    the  reasons for  his  objections,  and  his
                                    intent to terminate his employment   because
                                    of  such  material  changes,   said  written
                                    notice to be served on the Company by    the
                                    Executive   within  thirty  (30) days of the
                                    Executive's  knowledge   of   such   alleged
                                    material changes, and the Company's  failure
                                    to  modify  within  thirty  (30) days of its
                                    receipt of such written notice the duties of
                                    the Executive to conform to those  described
                                    herein.  The  relocation  of Executive shall
                                    not, in and of itself, constitute a material
                                    change in duties of the Executive.


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<PAGE>


                           (iv)     the termination of Executive's employment by
                                    Executive   at  any  time  for  any   reason
                                    including,  without limitation,  resignation
                                    or retirement.

                           (v)      the termination of Executive's employment by
                                    Executive at any time for a material  breach
                                    of  this  Agreement  by  the  Company  after
                                    written notice of such breach to the Company
                                    and  the  Company's  failure  to  cure  such
                                    breach within thirty (30) days.


                           (vi)     the termination of Executive's employment by
                                    the  Company at any time "for  cause,"  such
                                    termination to take effect  immediately upon
                                    written   notice   from   the   Company   to
                                    Executive.  The  term  "for  cause"  means a
                                    determination  by the Company that Executive
                                    (1)  refused  to obey  lawful  orders of the
                                    Chief Executive  Officer and Chairman or the
                                    Board  of  Directors  of  the  Company,  (2)
                                    breached or neglected  his duties  hereunder
                                    or breached  any of the  provisions  of this
                                    Agreement,  (3)  committed  any act of moral
                                    turpitude or any act involving dishonesty or
                                    fraud, or(4)committed any act constituting a
                                    violation of an important  Company policy or
                                    a   violation   of  criminal  or  civil  law
                                    relating to  Executive's  performance of his
                                    duties or having the potential to negatively
                                    impact the  Company.  Upon such  termination
                                    for cause,  the only  obligation the Company
                                    will have  under this  Agreement  will be to
                                    pay  Executive's   unpaid  base  salary  and
                                    vacation  pay  accrued  through  the date of
                                    termination.


                           (vii)    written notice to Executive that the Company
                                    is terminating  the  Executive's  employment
                                    hereunder without cause.

                  (b)      Upon the  termination of  this Agreement  pursuant to
                           clauses (ii), (iii), (v) or (vii) only of Section 2.2
                           (a), Executive  shall be  entitled  to  receive  as a
                           severance payment an  amount equal to his base salary
                           payable for the remainder of the  Employment Term but
                           in  no  event  less  than one (1) year's base salary.
                           Executive's severance payments  shall be  reduced  by
                           the  amount  of   disability  insurance  received  by
                           Executive.  The severance payments will be   paid  in
                           accordance  with  the  Company's  applicable  payroll
                           provisions and shall be reduced  by  any   applicable
                           withholding requirements.   Notwithstanding  (and  in
                           lieu of) the  foregoing, Executive  shall be entitled
                           to receive from  the Company, in  a  lump sum payment
                           within  ten  (10)  days  after  the occurrence of the
                           event  giving  rise  to such  payment  obligation, an
                           amount  equal  to  two  hundred percent (200%) of the
                           Executive's then current annual base  salary  if  the
                           Executive's  employment  is  terminated   pursuant to
                           Section 2.2(a)(iii), (v) or (vii) within one (1) year
                           following, or in connection with, a Change in Control
                           of the Company. For purposes of this Section  2.2(b),
                           a  "Change  of Control"  shall mean (i) a   sale   of
                           all  or  substantially  all  of  the  assets  of  the
                           Company,  or (ii) a merger,  stock  issuance or stock
                           transfer (or series  of  related  transactions)  as a
                           consequence of which  the  holders  of the  Company's
                           common stock immediately  prior  to such  transaction
                           (on  a  fully   diluted,    as-if-converted   basis),
                           directly or indirectly, beneficially  own  less  than
                           50% of the outstanding   common  stock  (on  a  fully
                           diluted, as-if-converted basis) of the   Company   or
                           the surviving entity in such transaction.




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<PAGE>


                  (c)      Upon the  termination of  Executive's  employment for
                           any  reason,  by  either party,  the Executive  shall
                           immediately return to the Company any property of the
                           Company   (or  any  of   its  subsidiaries)   in  his
                           possession;  return of  this  property   shall  be  a
                           precondition   to   the   payment  of   any   further
                           compensation  owed  by  the Company to the Executive,
                           if any, pursuant to Section  2.2 (b) or the  exercise
                           of any Options (as hereinafter defined).

         3.  Compensation.  For all  services  rendered  by the  Executive,  the
Company shall pay to the Executive:


                  3.1      Base Salary:  Base salary at the rate of $300,000 per
                           annum,  payable in equal  semi-monthly  installments,
                           $20,000 of which is  acknowledged  by Executive to be
                           specific   consideration   for   entering   into  the
                           restrictive covenants contained in Section 5.


                  3.2      Bonuses:  The Compensation  Committee of the Board of
                           Directors  of the  Company  may  award  Executive  an
                           annual  bonus  of  up to  seventy  percent  (70%)  of
                           Executive's   base  salary  in  accordance  with  the
                           provisions   of  the   Company's   Fiscal  Year  2000
                           Management  Bonus Plan,  as such plan may be modified
                           or amended from time to time, commencing with respect
                           to  performance  during  the  Company's  fiscal  year
                           ending  in  July  2001.  The  Company  shall  pay  to
                           Executive  on May 17,  2000 a  signing  bonus  in the
                           amount of $75,000.


                  3.3      Stock  Options:  The Company shall grant to Executive
                           incentive  stock options for 400,000 shares of Common
                           Stock of the Company (the "Options"),  at an exercise
                           price of $2.00 per  share,  subject  to the  vesting,
                           forfeiture  and other terms and  conditions set forth
                           in the  Incentive  Stock Option  Agreement,  dated of
                           near or even date herewith, between Executive and the
                           Company,  and to the  terms  of the  Company's  Stock
                           Option Plan.


                           Executive's  stock option  and/or stock  ownership in
                           the  Company  shall  not  alter  the  status  of  his
                           employment  or  any  of the  Company's  rights  under
                           Section 2.2.

         4.       Executive Benefit Plans; Fringe Benefits.

         Upon  satisfaction of any applicable  eligibility  requirements and the
expiration of any  applicable  waiting  period,  Executive  shall be entitled to
participate  in all  executive  benefit  plans  maintained  by the  Company.  In
addition, Executive shall be entitled to receive, at the Company's option: (i) a
vehicle  benefit  equal to $500 per month,  plus the actual  cost of  automobile
insurance and gas reimbursement for vehicle use on Company business, or (ii) the
use of a  current  model  year  four  wheel  drive  vehicle  provided  under the
Company's vehicle contract. Executive shall also be entitled to reimbursement by
the  Company  for  relocation  expenses  incurred  by  Executive  in moving from
California to Bethel, Maine in accordance with the Company's employee relocation
program,  including reimbursement for brokerage commissions actually incurred by
Executive  (up to a  maximum  of 6% of the sale  price of  Executive's  home) in
connection  with  the  sale  of  Executive's  home  in  California,  as  well as
reimbursement for up to six months' temporary housing expense in the Bethel area
or, at the  Company's  option,  the  provision  of up to six  months'  temporary
housing in the Bethel area at the Company's expense.


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<PAGE>


         5.       Restrictive Covenants.

         In  consideration  of  this  Employment  Agreement  and  the  severance
benefits conferred herein, Executive agrees to the following:

                  5.1 Confidentiality: Executive agrees to maintain in strictest
confidence all proprietary data and other confidential  information  (concerning
the Company (or any of its subsidiaries))  obtained or developed by Executive in
the course of his employment with the Company.  Such  information and data shall
include  but not be  limited  to the  Company's  (or  any of its  subsidiaries')
business  plans,  budgets,   non-public  financial  data,  business  strategies,
development  and expansion  plans,  marketing  plans,  trade  secrets,  patents,
inventions,    systems,   procedures,    manuals,   confidential   reports   and
communications,  as  well  as  information  that  the  Company  (or  any  of its
subsidiaries)  may  obtain  from  third  parties  in  confidence  or  subject to
non-disclosure or similar agreements. All such information and data is and shall
remain the exclusive  property of the Company or its  subsidiaries  and shall be
used  solely  for the  benefit of the  Company  and its  subsidiaries.  Any such
information and data (and any notes,  summaries,  copies or extracts  thereof or
therefrom) in Executive's  possession after  termination of his employment shall
be promptly returned to the Company.  Executive's obligations under this Section
5.1 shall survive any termination of his employment.

                  5.2 Non-Competition:  Executive  acknowledges that he is a key
employee of the Company and his talents and services  are of a special,  unique,
unusual and  extraordinary  character and are of particular and peculiar benefit
and importance to the Company. In order for the Company to protect its interests
against  the  competitive  use of any  confidential  information,  knowledge  or
relationships  concerning  the Company and its business to which  Executive will
have access by virtue of the special nature of his relationship with the Company
and his involvement in its affairs, and in consideration of the payments made to
Executive  hereunder and the agreements of the parties herein,  Executive agrees
that,  for so long as this  Agreement  is in effect  and for a period of one (1)
year after this  Agreement  terminates,  Executive will not own (by ownership of
securities  or  otherwise),  manage,  operate,  control,  engage in as an equity
participant  or be employed by or act as a consultant to, or be connected in any
manner with,  the  ownership,  management  or control of any  business  which is
engaged in the  business  of owning or  operating  ski  resorts.  In recognition
of the geographic  extent of the Company's  existing and anticipated  operations
and the nature of the Company's (and its subsidiaries') business and competitive
circumstances,  the restrictive  covenant  contained in  this  Section 5.2 shall
apply throughout North America.

                  5.3  Solicitation:  Executive agrees that, for so long as this
Agreement  is in effect and for a period of one (1) year  after  this  Agreement
terminates,  Executive  shall not solicit or induce any  employee of the Company
(or any of its  subsidiaries)  to leave the employ of the Company (or any of its
subsidiaries),  or to hire or  attempt  to hire any such  employee  on behalf of
Executive  or on behalf of any other  person or entity,  and  Executive  further
agrees not to interfere with, disrupt or attempt to disrupt any past, present or
prospective contractual or other relationship between the Company (or any of its
subsidiaries)  and any of their  respective  employees or any third parties with
which the Company (or any of its subsidiaries) has business relationships.


                  5.4 Remedy for Breach: The parties recognize that the services
to be rendered under this Agreement by Executive are special,  unique, and of an
extraordinary  character, and that in the event of a breach of this Section 5 by
Executive,  then the  Company  shall be  entitled  to  institute  and  prosecute
proceedings  in any court of competent  jurisdiction  in equity,  to enforce the
specific performance of any terms,  conditions,  obligations and requirements of
this Section 5, and/or to enjoin the  Executive  from  continuing  those actions
which are in breach of this  Agreement,  or to take any or all of the  foregoing
actions.


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<PAGE>


         6. Section Headings.  Section headings  contained in this Agreement are
for  convenience  only and  shall in no manner  be  construed  as a part of this
Agreement.

         7. Amendment. This Agreement may be amended or modified only in writing
signed by both parties.

         8.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts  each of which shall be deemed to be an  original  but all of which
together shall constitute one and the same instrument.

         9.  Waiver.  The  failure  of  either  party  hereto in any one or more
incidences to insist upon the  performance  of any of the terms or conditions of
this  Agreement,  or to  exercise  any rights or  privileges  conferred  in this
Agreement,  or the  waiver of any  breach of any of the terms of this  Agreement
shall not be construed as waiving any such terms and the same shall  continue to
remain  in full  force  and  effect  as if no such  forbearance  or  waiver  had
occurred.

         10.  Applicable  Law;  Jurisdiction.  This Agreement shall be construed
according to and governed by the laws of the State of Maine,  excluding conflict
of laws principles,  and Executive  expressly  consents to submit himself to the
jurisdiction of the federal and state courts of the State of Maine.

         11. Reformation and Severability. In the event any provision or portion
of this  Agreement  shall  be held  invalid  or  unenforceable  by any  court of
competent  jurisdiction,  any such  provision  or portion may be reformed by the
court to the minimum extent  necessary in order to make it valid or enforceable,
whereupon the parties agree that said  provision or portion as so reformed shall
be valid and  enforceable by or upon them. Any such holding shall not invalidate
or render unenforceable any other term contained in this Agreement.

         12. Entire Agreement.  This Agreement embodies the entire understanding
of the  parties  with  respect to  Executive's  employment  with the Company and
supersedes any previous agreement, expression or understanding, written or oral,
relating thereto. The Executive agrees that no other promises or representations
of any kind  were made to him by the  Company  prior to or  coincident  with his
signing of this Agreement.

         13. Assignment and Successors. Executive's rights and obligations under
this Agreement  shall not be assignable by the Executive.  This Agreement may be
assigned  by Company  and shall  inure to the  benefit  of and be  binding  upon
Company, its successors and assigns.


         14.  Notices.  Any notice to be given under this  Agreement  must be in
writing  and either  delivered  in person or sent by first  class  certified  or
registered mail, return receipt requested,  postage prepaid,  if to the Company,
in care of its Chief  Executive  Officer,  Leslie B. Otten,  Sunday River Access
Road,  Bethel,  Maine  04217,  and if to the  Executive,  at his home address or
addresses  as either party shall have  designated  in writing to the other party
hereto.


         IN WITNESS  WHEREOF,  Company has hereunto caused its corporate name to
be signed and sealed, and Executive has hereunto set his hand, all being done in
duplicate  originals,  with one original being delivered to each party as of the
day and year first above written.

                                            AMERICAN SKIING COMPANY



                                            By:/s/Leslie B. Otten
                                               ---------------------------------
                                                  Its Chief Executive Officer



                                               /s/William J. Fair
                                               ---------------------------------
                                                  William J. Fair