EMPLOYMENT AGREEMENT


                  EMPLOYMENT  AGREEMENT  dated August 9, 2000  between  American
Skiing  Company,  a Maine company,  with its chief  executive  offices in Newry,
Maine  (the  "Company"),  and  Leslie B.  Otten of Newry,  Maine  ("Executive"),
effective as of January 1, 2000 (the "Effective Date").
                  WHEREAS,  Executive  has been  employed as chairman  and chief
                  executive  officer of the Company;  and  WHEREAS,  the Company
                  desires to continue to employ  Executive as chairman and chief
                  executive officer and to enter
into such an agreement embodying the terms of such employment (the "Agreement");
and
                  WHEREAS,  Executive  desires to  continue to serve as chairman
and chief executive officer of the Company and to enter into such an Agreement;
                  NOW,  THEREFORE,  in  consideration of the promises and mutual
covenants  herein and for other good and  valuable  consideration,  the  parties
hereby agree as follows:

                  1.       Term  of  Employment.  The  Company  hereby   employs
Executive for a period commencing on the  Effective  Date and ending on December
31, 2005 (the "Initial Term");  provided,  however,  that on each December 31st,
starting with  December  31, 2005,  the term  shall  be  automatically  extended
for an  additional one  (1) year period  (the first  possible  extension  period
therefore being January 1, 2006 - December 31, 2006),  unless,  at least 90 days
prior to the relevant  December 31,  either party  hereto shall provide  written
notice of its or his desire not to extend  the term  hereof to the  other  party
hereto  subject to  Section  7 of  the  Agreement;  such  initial  term  and all
automatic  extensions  thereof  shall  be  referred to herein as the "Employment
Term".

                  2.       Position.

                           (a)      Executive  shall serve as Chairman and Chief
Executive Officer of the Company,  a member of the Executive  Committee  of  the
Board of Directors of the Company (the  "Board"),  a member  of  the  Nominating
Committee  of the  Board,  a member  of the board of directors  of ASC  Utah and
American  Skiing  Company  Resort Properties, Inc. or any "Material  Subsidiary"
(as such term is defined in the  Stockholders'  Agreement dated  August 9, 1999,
as amended  (the "Stockholders  Agreement")) and to serve as a  member  of  each
committee  of the  board of directors  of  each  Material Subsidiary.  Executive
shall be in  charge  of  and   responsible  for  directing  and  overseeing  all
operations of  the  Company,  and its  subsidiaries  shall  at all  times be the
highest ranking corporate officer of the Company, and  shall  otherwise  perform
such duties and exercise such powers commensurate with his  position  subject to
the  general  direction,  approval and control as shall be reasonably determined
from time to  time by  the Board  and shall  include the  power to hire and fire
personnel  of the Company and its  subsidiaries,  but  shall  be governed by the
provisions of the Stockholders Agreement. Executive shall report directly to the
Board.  Executive's  principal  place of  employment shall  be at  the executive
offices  of the  Company,  and  Executive  shall  perform  his duties  hereunder
principally  from such  executive  offices  of the  Company,  subject  to travel
requirements on Company business.


                           (b)      During   the   Employment  Term,   Executive
shall devote  substantially  all of  his business  time and  best efforts to the
performance of his duties  hereunder and shall not engage in any other business,
profession  or  occupation  for  compensation  or  otherwise,  without the prior
written consent of the Board, provided, however,  that Executive may continue to
own  and  develop (i)  through  Sugarbush  Land  Holdings,  Inc. and/or SB River
Realty LLC real property located in or around  Warren,  Fayston  and Waitsfield,
Vermont  (the "Sugar Bush  Property")  and (ii)  through the  Sunday River  Land
Corporation real property located  in or around  Newry and Riley Township, Maine
(the "SR Property") subject to the following limitations:Except to the extent to
which any  agreement  between  Executive and the Company may be applicable  with
respect to real property, if  Executive  proposes to sell or otherwise  transfer
his interest in the SR Property  or enter  into a binding agreement  to  develop
the SR Property with a third party (collectively "Development"),  other than the
grant of a mortgage or other security for an obligation, Executive  shall notify
the Company and Oakhill  Capital  Partners, L.P.  at the  address  specified  in
Section  11(g)  hereof,  in writing  of  such  Development,  and  the  terms and
conditions of such Development. The Notice shall further state that the Company,
shall  have  the  right to  purchase or otherwise  engage  in  such  Development
pursuant to terms and conditions at least as favorable as those proposed to such
third party (the "Right of First Refusal"). If within twenty (20) days following
delivery of the Notice, the Company fails to deliver to Executive written notice
of its intention to exercise its Right of First Refusal pursuant to the previous
sentence hereof,  then the Company shall  be deemed  to have waived its Right of
First Refusal.


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<PAGE>

                          Notwithstanding anything herein, during the Employment
Term,  Executive may  not develop  any real  property  for use  in a Competitive
Business; as such term is defined in Section 8 of the Agreement. Nothing in this
Section 2(b) shall  limit or  restrict  Executive from  performing uncompensated
services for or from serving on the  board of  directors, any  business  entity,
charitable, religious or any  other  non-profit  organization, so  long as  such
service does not interfere with Executive's  ability  or availability to perform
his duties  hereunder,  Executive shall  provide the  Board at least annually, a
list of each such board upon which he serves.

                  3.       Base Salary.  During the Employment Term, the Company
shall  pay  Executive  a base  salary (the  "Base  Salary") at an annual rate of
$380,000, payable in regular installments in accordance with the Company's usual
payroll practices.  Executive  shall be entitled  to such  increases in his Base
Salary, if any, as may be determined from time to time in the sole discretion of
the Board; provided,  however, that  in any event, on  each  anniversary  of the
Employment Term commencing  on or after  January 1, 2001,  Base Salary  shall be
increased by an amount of not less than the increase in the Consumer Price Index
over the 12 month  period ending  on December 31st  of  the  preceding  calendar
year.  Consumer  Price Index  shall  mean  the  Consumer  Price  Index for Urban
Consumers  issued by the  Department of Labor  for Boston,  Massachusetts or any
substantially  similar index (the "CPI").


                  4.       Bonus Payments.  Executive  shall  be  afforded   the
opportunity  to earn  a cash  bonus for  each calendar  year  ending  during the
Employment   Term,   contingent  upon  the   Company's  achievement  of  certain
specified target earnings before interest, taxes, depreciation and  amortization
(the "EBITDA Budget") established  prior  to  each  July  31st in respect of the
fiscal  year commencing thereafter,  by the Board or a committee  thereof in its
discretion (but after consultation with Executive). Such bonus award shall be as
follows:(i) $190,000 upon the Company's attainment of 90% of the EBITDA  Budget,
and for each  whole  percentage  increase  between  90% and  100%,  such  amount
shall be  increased ratably, (ii) $300,000 upon the Company's attainment of 100%
of the EBITDA  Budget and  for each  whole percentage  increase between 100% and
110%, such  amount  shall  be  increased  ratably,  and  (iii) $380,000 upon the
Company's attainment of 110% or greater of the EBITDA Budget (the  "Bonus"). The
Bonus shall be paid at the same time as annual bonuses are paid to other  senior
executives  of the Company.  In  addition, in  the  Board's  sole  and  complete
discretion,  with respect to any fiscal year,  Executive  may also be awarded an
additional bonus not to exceed $100,000. The foregoing  amounts shall be subject
to annual  adjustment  upward  on each  anniversary  of  the Employment  Term in
accordance with increases in the CPI over the preceding year.


                  5.       Employee Benefits, Business Expenses and Perquisites.

                           (a)      During  the Employment Term, Executive shall
be entitled to participate in all regular employee benefit plans  established by
the Company and generally  made available  to senior  executives of the Company,
including, without limitation, any savings and profit sharing  plans, retirement
plans, vacation, health plans,  life insurance  or disability insurance plans or
tax preparation services (collectively,  "Employee Benefits").

                           (b)      Reasonable  travel,  entertainment and other
business  expenses  incurred by  Executive  in  the performance  of  his  duties
hereunder shall be reimbursed by the Company in accordance with Company policies
and procedures  applicable to senior executives of the Company as in effect from
time to time.
                           (c)      During the Employment Term, Executive  shall
be entitled to a housing allowance for reimbursement of appropriate  residential
living  quarters in the Grand  Summit  Hotel,  the Canyons,  Utah or the  actual
net cost of a substantially equivalent living  quarters  adjacent  to said hotel
not to exceed $8,000 per month.



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<PAGE>

                  6.       Stock Options.

                           At the  discretion of  the Compensation  Committee of
the Board, Executive shall  be eligible for  consideration for  annual grants of
stock options under the Company's  stock option plan, as awarded by the Board to
the Company's senior executives.

                  7.       Termination.

                           (a)   For Just Cause by the Company. (i)  Executive's
employment hereunder may be terminated by the Board for "Just  Cause".  Any such
termination  shall be effected in  accordance with the  procedures  set forth in
Section  2.08  of  the  Stockholders  Agreement,  unless  such  procedures   are
inconsistent  with  the  Company's  by  laws  as in  effect  at the time of such
termination.  For purposes of the Agreement,  "Cause" shall mean (A) Executive's
substantial  failure to perform  his duties  hereunder or to follow  reasonable,
lawful directions of the Board conforming to this Agreement causing demonstrable
injury  to  the  Company,  (B)  willful  misconduct  or  willful malfeasance  by
Executive in connection  with his  employment,  (C)  Executive's  conviction of,
or plea of nolo  contendere  to, any crime  constituting a felony under the laws
of the United States or any State thereof,  or any other  crime involving  moral
turpitude  or (D)  Executive's  material  breach of any of the provisions of the
Agreement, the Company's  bylaws or the  Stockholders Agreement.  A  termination
described in clause (C) shall be  effective  immediately  following the  Board's
review  as  hereinafter  provided  and  upon compliance  with the procedures set
forth in Section 2.08 of the Stockholders Agreement.  If the  Board gives notice
of its intention to discharge Executive for Just Cause under clause  (A), (B) or
(D) of this Section 7(a), the Board shall designate with specificity the conduct
in question and a finding of  Just Cause  shall be made only after Executive has
had reasonable  advance  notice of and  opportunity  to be  heard  by the  Board
regarding  such  conduct.  Executive  shall  have a thirty  (30) day opportunity
to  cure,  if  cure  is  possible,  and  if,  in the  Board's  sole  discretion,
Executive has not cured the  Just  Cause for his  termination  within that time,
the Board  shall have the right to  declare  Executive's  employment terminated;
provided,  however,  that  the  procedures  set  forth  in Section  2.08 of  the
Stockholders  Agreement or  equivalent  procedures  set forth  in the  successor
agreement to the Stockholders Agreement, if any shall be followed.
                                 (ii)  If   Executive  is   terminated  for Just
Cause pursuant to this Section 7(a), he shall be entitled to  receive  his  Base
Salary  through  the date of  termination and Executive  shall be entitled to no
other salary or bonus payments or any other benefits under  the  Agreement.  All
other  benefits,  if any,  due  Executive following  Executive's  termination of
employment  pursuant to this Section 7(a) shall be determined in accordance with
the  plans,  policies and  practices of  the Company;  provided,  however,  that
Executive  shall  not  participate  in  any severance plan, policy or program of
the Company.

                           (b)   Disability or Death. (i) Executive's employment
hereunder shall terminate upon his death.  If  Executive  becomes  physically or
mentally  incapacitated and is therefore unable  (or will, as a result  thereof,
be  unable) for a period of four (4) consecutive months or for an  aggregate  of
six (6)  months in any twelve  (12)  consecutive  month  period  to  perform the
essential functions of his job, with  reasonable accommodations (such incapacity
is hereinafter referred to as "Disability"), the Board shall  have the  right to
terminate  Executive's  employment  hereunder, subject  to the  receipt of Board
consent as provided  above.  Any question as to the existence of a Disability as
to which Executive and the Board cannot agree shall be determined  in writing by
a qualified  independent  physician  mutually  acceptable  to Executive  and the
Board.  If Executive and the Board cannot agree as  to a  qualified  independent
physician, each shall appoint such a physician and  those two  physicians  shall
select a third who shall make such determination in writing.  The  determination
of  Disability  made in  writing  to the Board and Executive  shall be final and
conclusive  for all  purposes  of the  Agreement.  During the  period  when such
determination  is  being  made,   Executive  shall  remain  an  employee  and be
compensated as such in full; provided that Executive does not  unduly prolong or
delay such determination.
                                 (ii) Upon termination of Executive's employment
hereunder  during  the  Employment  Term  as  a result  of  Executive's   death,
Executive's  estate shall  receive  from the Company his Base  Salary and earned
accrued  bonus at the rate in effect at the time of  Executive's  death  through
the end of the  month in which  his  death  occurs. Executive's  estate shall be
entitled to no other salary or bonus payments under the Agreement.

                           (c)  Without Cause by the Company or with Good Reason
by Executive.  (i)  Executive's term of employment  hereunder  may be terminated
by the Board without Cause (for reasons  other than death or  Disability)  or by
Executive  for  Good  Reason (as  defined below),  in  each case,  upon ten (10)
business  days written  notice.  Any such  termination  by  the Company shall be
effected in accordance  with the  procedures set forth  in Section  2.08 o f the
Stockholder  Agreement,  unless  such  procedures  are  inconsistent  with   the
Company's  bylaws  as in effect at the time of such termination.



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<PAGE>

                                 (ii)  For  purposes  of  the  Agreement,  "Good
Reason" shall mean: (A) any material breach by the Company of the  provisions of
the  Agreement,  including but not limited to, any  reduction  by the Company in
Executive's Base Salary to which Executive does not consent and (B) any material
diminution  in  Executive's  authority,  duties  or  responsibilities,  it being
understood and  agreed  that  the  exercise  of  rights  of  approval of certain
corporate  action by a supermajority  vote of the Board, as  set  forth  in  the
Stockholders Agreement shall not be considered to be a diminution of Executive's
duties or responsibilities.

                           (d) Termination by Executive. If Executive terminates
his employment  with  the  Company  for any  reason (other than for Good Reason,
death or Disability)  during the Employment  Term, such  termination  shall   be
treated as a termination for Cause pursuant to Section 7(a) of the Agreement and
the provisions of Section 7(a) shall apply.

                           (e)  Severance Pay. In case of any termination of the
Employment  Term  for (i) Disability pursuant to  Section  7(b) or (ii)  without
Cause  by the  Company  or for  Good  Reason  by  Executive  pursuant to Section
7(c), the Company shall pay Executive,  subject to  Section 7(g) hereof: (A) his
Base Salary at  the rate  in effect  immediately  prior to  such termination for
twenty-four (24) months following such  termination, such  payments  to  be made
over the twenty-four (24)months in accordance with the Company's regular payroll
practices.  All other benefits,  if  any,  due  Executive following  Executive's
termination  shall be determined in accordance  with  the  plans,  policies  and
practices  of  the  Company;   provided,  however,  that  Executive  shall   not
participate in any other salary severance plan, policy or program of the Company
(collectively the "Executive Severance Payments").

                           (f)  Notice of Termination. Any purported termination
of  employment  or  the  Agreement  by  the  Company  or  by  Executive shall be
communicated  by  written  Notice  of  Termination  to the other party hereto in
accordance  with  Section  11(g)  hereof  and  within  30  days  prior  to  such
termination; provided, that a shorter notice period  may  apply if so prescribed
by the  applicable  subsection of this Section 7. For purposes of the Agreement,
a "Notice of Termination"  shall mean a notice which shall indicate the specific
termination  provision in  the  Agreement  relied  upon and  shall set  forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of employment under the provision so indicated.

                           (g)  Mitigation/Offset.  Following the termination of
his employment  under  any of  the above  clauses of  this Section 7,  Executive
shall have no obligation or duty to seek  subsequent employment or engagement as
an employee or a consultant, provided, however, that in the event that Executive
secures other  employment,  or  shall  be  engaged  in a  significant consulting
relationship with any  entity, the  Company shall  have the  right to reduce the
salary  continuation  payments  provided  in  Section  7(e) otherwise  exceeding
one times salary  payable  pursuant to Section 8(e) by (X)  compensation  earned
by  Executive,  as an employee from  subsequent employment and/or (Y) net income
earned by the  Executive  as an  independent  contractor, commencing on or after
his termination of employment. Executive  shall provide the Company with written
notice that he has secured  such other  employment or entered  into  such  other
consulting  relationship  within  thirty  (30)  days following  the commencement
of such employment or consulting relationship.


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<PAGE>


                  8.       Non-Competition/Nonsolicitation.       (a)  Executive
recognizes and  acknowledges that the  services to be performed by him hereunder
are special, unique  and extraordinary  and Executive  further  acknowledges and
recognizes  the  highly  competitive  nature  of  the  business  of the Company.
Accordingly, Executive agrees  that during the Employment  Term and for a period
of twelve (12)  months following  termination  of employment  (the  "Restrictive
Period"),  Executive will not, directly or indirectly, as an officer,  director,
stockholder,  partner,  member,  associate,  employee, consultant, owner, agent,
creditor, co-venturer or otherwise, become or be financially interested in or be
associated with any other person or entity, in any state in the United States in
which the Company has operations  at the date of his  termination of employment,
in a "Competitive Business"  with that of the Company at such time. For purposes
of the Agreement, a Competitive  Business  shall mean any business which derives
25% or more of its revenue  directly or indirectly  from skiing and other winter
resorts, winter-associated real estate development and related  activities which
involve  skiing and winter  resorts as  its primary  business,  but excluding SR
Property, SB River Realty  LLC and Sugar Bush Land  Holdings, Inc.  as  provided
in Section 2(b) hereof.  Executive's ownership of shares in the Company  and the
ownership, directly or  indirectly,  of not more than five  percent  (5%) of the
issued  and  outstanding  stock  of  any  corporation,   the shares of which are
regularly  traded on a  national securities exchange or in the  over-the-counter
market, shall not in any  event be deemed to be a violation of the provisions of
this Section 8.

                           (b)     During the Restricted Period, Executive shall
not (i) directly or indirectly, (A) solicit or  encourage  any  employee  of the
Company to leave the employment of the Company, or (B)  hire  any such  employee
who has left the  employment  of the Company  (other  than  as  a  result of the
termination of such  employment by the Company)  within one (1) year  after  the
termination of such employee's employment with the Company, and (ii) directly or
indirectly,  solicit  or  encourage  to  cease  to  work  with  the  Company any
consultant then under contract with the Company.

                           (c)     For  purposes of this Section 8 and Section 9
of  the  Agreement,  the  term  "the  Company"  shall  mean  the Company and any
subsidiary or affiliate (as such term is defined in Rule 144  promulgated  under
the Securities Act of 1933, as amended, or any successor rule) of the Company.

                           (d)     It is expressly understood  and  agreed  that
although Executive and the Company consider the  restrictions  contained in this
Section 8 to be reasonable, if a final judicial determination is made by a court
of competent jurisdiction that the time or territory or any  other   restriction
contained in the Agreement is an unenforceable  restriction  against  Executive,
the provisions of the Agreement shall  not be rendered  void but shall be deemed
amended  to apply as to such maximum  time  and  territory  and to such  maximum
extent  as such  court  may judicially  determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any restriction
contained in the Agreement is  unenforceable,  and such  restriction  cannot  be
amended  so  as  to  make it  enforceable,  such  finding  shall  not affect the
enforceability  of any of the other restrictions contained herein.

                  9.       Confidentiality and Nondisparagement.

                           (a)    Executive will not at any time (whether during
or after his employment with the Company) disclose or use for his own benefit or
purposes or the benefit or purposes of any other person,  entity  or  enterprise
other than the Company,  any  confidential  trade secrets, information,  or data
relating  to  customers,  development   programs,  costs,  marketing,   trading,
investment,   sales   activities,    promotion,   credit  and  financial   data,
manufacturing processes, financing methods,  plans,  or the business and affairs
of the Company  generally,  and shall not make  disparaging statements about the
Company,  its  businesses,  officers,  directors,  employees  or   stockholders;
provided,  that the foregoing  shall not apply (i) to  information  which is not
unique to the Company or which is generally  known to the industry or the public
other  than  as  a  result  of  Executive's   breach  of  this   covenant,  (ii)
to information, the disclosure of which Executive did not know, and did not have
reason to know, could be damaging to the reputation or business  and  affairs of
the Company, (iii) to information which Executive is required to disclose to any
governmental or  judicial  authority,  or  (iv)  to  information  that could  be
lawfully obtained,  compiled or recreated by a third party unaffiliated with the
Company for a  reasonable  cost and with  reasonable  effort.  Executive  hereby
agrees that during and after the  Employment  Term, he shall provide the Company
with access to all memoranda,  books, papers,  plans,  information,  letters and
other data which relate to the operations of the business of the Company at such
times and from time to time as the Board shall request. Executive further agrees
that he will not  retain or use for his  account  at any time any  trade  names,
trademark or service marks owned by the Company.


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<PAGE>


                           (b)    The Company agrees not to issue  or  circulate
false or disparaging statements, remarks or rumors about Executive unless giving
truthful  testimony  under  subpoena. Executive agrees not to issue or circulate
false or  disparaging  statements,  remarks  or  rumors  about the Company,  its
businesses,  officers,  directors,  employees  or  stockholders  unless   giving
truthful testimony under subpoena.

                  10.       Specific  Performance.   Executive  acknowledges and
agrees that the Company's  remedies at law for a breach or threatened  breach of
any of the  provisions of Section 8 or 9 would be inadequate and, in recognition
of this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition  to any remedies  at law,  the Company  shall be entitled to
obtain  equitable  relief  in  the  form  of  specific  performance,   temporary
restraining  order,  temporary or  permanent  injunction  or any other equitable
remedy which may  then be available;  provided however,  the foregoing shall not
prevent Executive from contesting  the issuance  of any such  injunction  on the
ground that noviolation or threatened violation of Section 9 or 10 has occurred.

                  11.      Miscellaneous.

                           (a)   Governing Law. The Agreement shall be governed
by and construed in accordance with the laws of the State of Maine.

                           (b)    Indemnification.    To  the  full  extent  not
inconsistent with applicable law and the Company's governing  documents,  in the
event that Executive is a party to any threatened, pending or completed  action,
suit or proceeding, whether civil,  criminal, administrative  or  investigative,
by reason of the fact that he is or was a  director, officer or  employee of the
Company, the Company shall indemnify Executive  and hold him  harmless,  against
all expenses  (including  reasonable  costs  and  attorneys'  fees),  judgments,
fines and amounts paid in settlement (with the Company's  consent)  actually and
reasonably  incurred  by  him,  as  and  when  incurred, in connection with such
action, suit or proceeding if he acted in good faith and in a manner  reasonably
believed to be in the best  interests of  the Company.  The  provisions of  this
Section  11(b)  shall   not   be  deemed  exclusive  of  any  other   rights  of
indemnification  to which  Executive  may be entitled or  which  may be  granted
to him, and it shall be in addition  to  any  rights of indemnification to which
he may be entitled under any policy of insurance or the  Company's  bylaws or by
statute. These provisions shall continue in effect after Executive has ceased to
be an officer or director of the Company.

                           (c)   Amendments.  The Agreement  may not be  amended
except by written instrument signed by the parties
hereto.
                           (d)   No Waiver.  The  failure  of a  party to insist
upon strict adherence to any term of the Agreement on any occasion  shall not be
considered a waiver of such party's rights or deprive  such  party  of the right
thereafter to insist upon strict adherence to that term or any other term of the
Agreement.

                           (e)   Severability.   In  the  event that  any one or
more of the provisions of the Agreement shall be or  become  invalid, illegal or
unenforceable in any respect, the validity,  legality and  enforceability of the
remaining  provisions of the Agreement  shall not be affected thereby.

                           (f)   Successors and Assigns.  The Agreement shall be
binding  upon  and  inure  to  the  benefit of the heirs and  representatives of
Executive  and  the  assigns  and  successors  of  the Company, but neither  the
Agreement  nor  any rights  or  obligations  hereunder  shall  be  assignable or
otherwise subject to hypothecation by Executive (except by will or by  operation
of the laws of intestate succession) or by the Company, except it is  understood
that the Company may assign the Agreement  to any  successor (whether by merger,
purchase or otherwise) to all or  substantially  all of the stock or assets  of,
or common  ownership  interests  in, the  Company,  if such successor  expressly
agrees to assume,  or otherwise  assumes by application of  law, the obligations
of the Company hereunder.

                           (g)   Notice.  For  the  purpose  of  the  Agreement,
notices and all other communications provided for in the  Agreement  shall be in
writing and shall be deemed to have been duly given (i) when delivered or mailed
by United States  registered  mail,  return receipt  requested, postage prepaid,
addressed to the respective addresses of the parties or (ii) when  delivered  by
telecopy with written confirmation of receipt thereof, provided;  however,  that
a copy of all  notices  to the  Company  shall  (X) be directed to the Secretary
of the Company with instructions to send such a copy to each member of the Board
and (Y) be forwarded  simultaneously  with the copy being sent to the Company to
each of Steven B. Gruber  and  Bradford E. Bernstein, Oakhill Capital  Partners,
L.P.,Park Avenue Tower, 65 East 55th Street, New York, New York 10022, telecopy:
(212) 754-5685.



                                       6
<PAGE>

                           (h)   Withholding Taxes.  The  Company  may  withhold
from any amounts payable under the Agreement such Federal, state and local taxes
as may be required to be withheld pursuant to any applicable law or regulation.

                           (i)   Counterparts.  The  Agreement may be  signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures  thereto and hereto were upon the same instrument.


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

                                            LESLIE B. OTTEN

                                            /s/Leslie B. Otten
                                            ---------------------------



                                            AMERICAN SKIING COMPANY



                                            By:/s/Mark J. Miller
                                            ---------------------------
                                            Title: Chief Financial Officer