UNLIMITED GUARANTY

GUARANTY,  dated  as  of  July  20,  1998,  by  American  Skiing  Company,  (the
"Guarantor"),  in favor of BancBoston Leasing Inc., a Massachusetts corporation,
with  its  principal   place  of  business  at  100  Federal   Street,   Boston,
Massachusetts  02110 (the "Lessor").  In consideration of the Lessor's providing
certain leasing accommodations to ASC Leasing,  Inc., ASC Transportation,  Inc.,
Killington,  LTD.,  Sugarloaf  Mountain  Corp.,  Heavenly  Valley Ski and Resort
Corporation and Steamboat Ski and Resort Corporation  because the Guarantor will
benefit from the leasing  accommodations  provided to the Lessees, the Guarantor
agree as follows:

1.     Guaranty of Payment and Performance.  The Guarantor hereby  guarantees to
       the Lessor the full and  punctual  payment when due (whether at maturity,
       by  acceleration  or  otherwise),  and  performance by each Lessee of all
       liabilities, indemnities, agreements and other obligations under any form
       of lease  agreement  with the Lessor and under any  document  executed in
       connection therewith,  whether direct or indirect,  primary or secondary,
       absolute or contingent,  due or to become due, secured or unsecured,  now
       existing  or  hereafter  arising or  acquired  (the  "Obligations").  The
       Guaranty is an absolute,  unconditional  and  continuing  guaranty of the
       full and punctual  payment and  performance of the Obligations and not of
       their  collectibility  only  and  is  in  no  way  conditioned  upon  any
       requirement  that  the  Lessor  first  attempt  to  collect  any  of  the
       Obligations  from any Lessee or resort to any  security or other means of
       obtaining  their  payment.  If any  Lessee  defaults  in the  payment  or
       performance of any of the  Obligations,  the obligations of the Guarantor
       under this  Guaranty  shall  become  immediately  due and  payable to the
       Lessor,  without  demand  or  notice  of any  nature,  all of  which  are
       expressly  waived by the Guarantor.  Payments by the Guarantor  hereunder
       may be required by the Lessor on any number of occasions.

 
2.  Guarantor's  Agreement  to  Pay.  The  Guarantor  further  agrees,  as  the
     principal  obligor and not as a guarantor  only,  to pay to the Lessor,  on
     demand,  all costs and expenses  (including court costs and legal expenses)
     incurred or expended by the Lessor in connection with the Obligations, this
     Guaranty and the  enforcement  thereof,  together  with interest on amounts
     recoverable  under this  Guaranty,  from the time such  amounts  become due
     until payment,  at the rate per annum equal to 18% or, if higher,  the rate
     of interest announced, from time to time, by BankBoston, N.A. ("BankBoston,
     N.A.") at its head office as its Base Rate,  plus 4%; provided that if such
     interest  exceeds the maximum amount  permitted to be paid under applicable
     law, then such interest shall be reduced to such maximum permitted amount.

3.     Waiver by Guarantor;  Lessor'  Freedom to Act. The Guarantor  agrees that
       the  Obligations  will be paid and performed  strictly in accordance with
       their respective terms regardless of any law, regulation or order, now or
       hereafter  in  effect  in any  jurisdiction  which  affects  any  term or
       provision  of such  Obligations  or the rights of the Lessor with respect
       thereto.  The Guarantor waives presentment,  demand,  protest,  notice of
       acceptance,  notice of Obligations  incurred and all other notices of any
       kind,  all defenses  which may be  available by virtue of any  valuation,
       stay,  moratorium  law or other  similar law, now or hereafter in effect,
       any right to require the marshaling of assets of any Lessee,  the benefit
       of  all  exemption  and  homestead  laws,  and  all  suretyship  defenses
       generally.   Without  limiting  the  generality  of  the  foregoing,  the
       Guarantor agrees to the provisions of any instrument evidencing, securing
       or otherwise  executed in connection  with any Obligation and agrees that
       the  obligations  of the  Guarantor  under  this  Guaranty  shall  not be
       released or discharged, in whole or in part, or otherwise affected by (i)
       the failure of the Lessor to assert any claim or demand or to enforce any
       right or remedy  against any Lessee,  (ii) any  extensions or renewals or
       any Obligation including,  without limitation,  the leasing of additional
       equipment to any Lessee or entering  into  additional  leases any Lessee,
       (iii) any rescissions, waivers, amendments or modifications of any of the
       terms or provisions of any  agreement  evidencing,  securing or otherwise
       executed in connection  with any  Obligation,  (iv) the  substitution  or
       release of any entity primarily or secondarily liable for any Obligation,
       (v) the adequacy of any rights the Lessor may have against any collateral
       or other  means  of  obtaining  repayment  of the  Obligations,  (vi) the
       impairment of any collateral securing the obligations including,  without
       limitation,  the failure to perfect or to preserve  any rights the Lessor
       might have in such  collateral,  or (vii) any other act or omission which
       might, in any manner or to any extent,  vary the risk of the Guarantor or
       otherwise  operate as a release or  discharge  of the  Guarantor,  all of
       which may be done without notice to the Guarantor.

 4.  Unenforceability  of  Obligations  Against  Lessees.  If for any reason any
     Lessee has no legal existence or is under no legal  obligation to discharge
     any  of  the  Obligations,  or  if  any  of  the  Obligations  have  become
     irrecoverable  from any Lessee by operation of law or for any other reason,
     this Guaranty  shall  nevertheless  be binding on the Guarantor to the same
     extent as if the Guarantor, at all times, had been the principal obligor on
     all such  Obligations.  In the event that any  acceleration of the time for
     payment of the  Obligations  is stayed upon the  insolvency,  bankruptcy or
     reorganization  of any Lessee,  or for any other reason,  all such amounts,
     which may  otherwise  be  subject  to  acceleration  under the terms of any
     agreement evidencing, securing or otherwise executed in connection with any
     Obligation, shall be immediately due and payable by the Guarantor.

5.     Subrogation;  Subordination. Until the payment and performance in full of
       all  Obligations  and  any  and  all  obligations  of any  Lessee  to any
       affiliate  of the Lessor,  the  Guarantor  shall not  exercise any rights
       against such Lessee  arising as a result of any payment by the  Guarantor
       under this Guaranty,  by way of  subrogation  or otherwise,  and will not
       assert  or  prove  any  claim  in  competition  with  the  Lessor  or its
       affiliates  with  respect  to any  payment  hereunder  in  bankruptcy  or
       insolvency  proceedings  of any nature;  the Guarantor will not claim any
       set-off or counterclaim against such Lessee with respect to any liability
       of the Guarantor to such Lessee;  and the Guarantor waives any benefit of
       and any right to participate  in any collateral  which may be held by the
       Lessor or any  affiliate  of the  Lessor.  The payment of any amounts due
       with respect to any indebtedness of any Lessee,  now or hereafter held by
       the Guarantor, is hereby subordinated to the prior payment in full of the
       Obligations,  provided,  however, that the Guarantor may accept scheduled
       payments  of amounts  due from as set forth in the  documents  evidencing
       such  indebtedness,  prior to a default in the payment and performance of
       the  Obligations.  The Guarantor agrees that, after the occurrence of any
       default in the payment or performance of the  Obligations,  the Guarantor
       will  not  demand,  sue for or  otherwise  attempt  to  collect  any such
       indebtedness of the Lessee to the Guarantor  until the Obligations  shall
       have been paid in full. If,  notwithstanding the foregoing sentence,  the
       Guarantor  shall collect,  enforce or receive any amounts with respect to
       such indebtedness, such amounts shall be collected, enforced and received
       by the Guarantor as trustee for the Lessor, and shall be paid over to the
       Lessor on account of the Obligations, without affecting in any manner the
       liability of the Guarantor under the other provisions of this Guaranty.

6.     Security;  Set-Off. Regardless of the adequacy of any collateral or other
       means of  obtaining  repayment of the  Obligations,  the Lessor is hereby
       authorized,  at any time and from  time to time,  without  notice  to the
       Guarantor (any such notice being expressly waived by the Guarantor),  and
       to the  fullest  extent  permitted  by law,  to set off and to apply  all
       deposits (general or special,  time or demand,  provisional or final) and
       other sums  credited by or due from the Lessor to the  Guarantor  against
       the obligations of the Guarantor under this Guaranty,  whether or not the
       Lessor shall have made any demand under this Guaranty.

7.     Further Assurances.  The Guarantor agrees that it will, from time to time
       at the  request of the  Lessor,  provide  to the  Lessor its most  recent
       audited and unaudited balance sheets and related statements of income and
       changes in financial condition (prepared on a consolidated basis with the
       Guarantor's subsidiaries,  if any) and such other information relating to
       the  business and affairs of the  Guarantor as the Lessor may  reasonably
       request.  The Guarantor also agrees, upon demand by the Lessor, after any
       change in the  condition  or  affairs  (financial  or  otherwise)  of the
       Guarantor deemed by the Lessor to be adverse and material,  to secure the
       payment  and  performance  of its  obligations  under  this  Guaranty  by
       delivering,  assigning, transferring or granting to the Lessor a security
       interest in additional  collateral  of a value and  character  reasonably
       satisfactory to the Lessor. In connection therewith, the Guarantor hereby
       authorizes  the  Lessor  to file any  financing  statement  deemed by the
       Lessor to be necessary  or  desirable  to perfect any  security  interest
       granted by the Guarantor to the Lessor,  and as agent for the  Guarantor,
       to sign the name of the Guarantor  thereto.  The Guarantor also agrees to
       do all such things and execute all such  documents,  including  financing
       statements,  as the Lessor may  consider  necessary  or desirable to give
       full effect to this  Guaranty  and to perfect and preserve the rights and
       powers of the Lessor under this Guaranty.

8.     Termination;  Reinstatement. This Guaranty shall remain in full force and
       effect  until the  Lessor  is given  written  notice  of the  Guarantor's
       intention to discontinue this Guaranty,  notwithstanding any intermediate
       or  temporary  payment  or  settlement  of the  whole  or any part of the
       Obligations.  No such notice shall be effective unless it is received and
       acknowledged  by an  officer  of the  Lessor  at its  principal  place of
       business. No such notice shall affect any rights of the Lessor under this
       Guaranty or of any affiliate of the Lessor including, without limitation,
       rights with respect to (i)  Obligations  incurred prior to the receipt of
       such notice,  (ii) Obligations  incurred after receipt of such notice but
       pursuant to a contract or commitment in existence  prior to such receipt,
       and  (iii)  all  equipment  schedules,  lease  agreements,   instruments,
       documents,  invoices,  bills of  sale,  and  writings  made by or for the
       account  of any  Lessee  with the  Lessor  or with any of its  agents  or
       employees, purporting to be dated on or before the date of the receipt of
       such notice,  although presented to, paid or accepted by the Lessor after
       that date, all of which shall  constitute part of the  Obligations.  This
       Guaranty  shall  continue to be effective,  or shall be reinstated in the
       event of any notice of termination,  if, at any time, any payment made or
       value  received  with  respect to the  Obligations  is  rescinded or must
       otherwise be returned by the Lessor to any Lessee, or to any other person
       or entity,  upon the  insolvency,  bankruptcy  or  reorganization  of any
       Lessee or of any other guarantor of the Obligations, or otherwise, all as
       though such payment had not been made or value received.

 9.  Successors  and Assigns.  This Guaranty shall be binding upon the Guarantor
     and shall inure to the benefit of and be  enforceable by the Lessor and its
     successors,  transferees  and assigns.  Each  reference to the Guarantor in
     this   Guaranty   shall  be  deemed  to  include   the  heirs,   executors,
     administrators,  legal representatives and assigns of the Guarantor, all of
     whom shall be bound by the  provisions of this Guaranty.  Without  limiting
     the  generality  of the  foregoing  sentence,  the  Lessor  may  assign  or
     otherwise  transfer any lease  agreement with any Lessee,  any equipment or
     equipment  schedule  subject  thereto,   or  other  agreement  held  by  it
     evidencing,   securing  or  otherwise   executed  in  connection  with  the
     Obligations, or sell participations in any interest in such Obligations, to
     any other person or entity, and such other person or entity shall thereupon
     become  vested,  to the extent set forth in the agreement  evidencing  such
     assignment,  transfer or  participation,  with all the rights with  respect
     thereto granted to the Lessor in the Guaranty.

 10. Amendments  and Waivers.  No  amendment or waiver of any  provision of this
     Guaranty  nor any  consent  to any  departure  by the  Guarantor  from  any
     provision of this Guaranty  shall be effective  unless the same shall be in
     writing and signed by the  Lessor.  No failure on the part of the Lessor to
     exercise, and no delay in exercising, any rights hereunder shall operate as
     a waiver  thereof;  nor shall any single or partial  exercise  of any right
     hereunder preclude any other or further exercise thereof or the exercise of
     any other right.

 11. Notices. All notices and other  communications  required or permitted under
     this Guaranty shall be made in writing and, unless  otherwise  specifically
     provided  herein,  shall be deemed  to have  been  duly made or given  when
     delivered by hand or mailed first class mail, postage prepaid, addressed to
     the Guarantor,  at the address set forth at the end of this Guaranty, or to
     the Lessor at its principal place of business as set forth at the beginning
     of this  Guaranty,  or at such  address as either  party may  designate  in
     writing.

 12. Governing Law; Consent to  Jurisdiction.  This Guaranty is intended to take
     effect as a sealed  instrument  and shall be governed by, and  construed in
     accordance  with, the laws of the  Commonwealth  of  Massachusetts  without
     giving  effect to any conflict of laws  provisions  thereof.  The Guarantor
     agrees that any suit for the enforcement of this Guaranty may be brought in
     the  courts of the  Commonwealth  of  Massachusetts  or any  Federal  Court
     sitting  therein and  consents to the  non-exclusive  jurisdiction  of such
     court  and to  service  of  process  in any such suit  being  made upon the
     Guarantor  by mail in the  manner  specified  in  Section  12  hereof.  The
     Guarantor  hereby waives any objection that it may now or hereafter have to
     the venue of any such suit or any such court or that such suit was  brought
     in an inconvenient court.

 13. Miscellaneous.  This  Guaranty  constitutes  the  entire  agreement  of the
     Guarantor  with  respect to the  matters set forth  herein.  The rights and
     remedies  herein  provided are cumulative and not exclusive of any remedies
     provided  by law or any  other  agreement,  and this  Guaranty  shall be in
     addition  to any other  guaranty  of the  Obligations.  The  invalidity  or
     unenforceability  of any one or more  sections of this  Guaranty  shall not
     affect  the  validity  or  unenforceability  of its  remaining  provisions.
     Captions  are for the ease of  reference  only and  shall  not  affect  the
     meaning of the relevant provisions.  The meanings of all defined terms used
     in this  Guaranty  shall be equally  applicable  to the singular and plural
     forms of the terms defined.

IN WITNESS WHEREOF,  the Guarantor has duly executed and delivered this Guaranty
which is intended to take effect as a sealed instrument,  as of the day and year
first written above.

AMERICAN SKIING COMPANY, Guarantor


By:  /s/ Christopher E. Howard
     ------------------------------
Title: