ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

            BOOTH CREEK SKI HOLDINGS, INC., a Delaware corporation,

                                   AS SELLER,

                                      AND

          GT ACQUISITION I, LLC a Delaware limited liability company,

                                    AS BUYER

                                  DATED AS OF

                                 MARCH 21, 2000
<PAGE>

                               Table of Contents
                               -----------------
                                                               Page
                                                               ----

RECITALS:.........................................................1
  ARTICLE I Definitions...........................................2
   1.01 Previously Defined Terms..................................2
   1.02 General Definitions.......................................2
  ARTICLE II Purchase and Sale of the Purchased Assets............7
   2.01 Purchase and Sale.........................................7
   2.02 Assumed Liabilities.......................................7
   2.03 Deposit...................................................8
   2.04 Consideration.............................................9
  ARTICLE III Closing and Closing Date Deliveries.................9
   3.01 Closing and Closing Date..................................9
   3.02 Closing Deliveries.......................................10
   3.03 Cooperation..............................................11
  ARTICLE IV Representations and Warranties of Ski Holdings......11
   4.01 Organization and Qualification...........................11
   4.02 Authority................................................12
   4.03 No Conflicts.............................................12
   4.04 Investments..............................................12
   4.05 Intentionally Omitted....................................12
   4.06 Intentionally Omitted....................................12
   4.07 Absence of Certain Changes or Events.....................13
   4.08 Brokers..................................................13
   4.09 Taxes....................................................13
  ARTICLE V Representations and Warranties of GT Acquisition.....16
   5.01 Valid Existence..........................................16
   5.02 GT Acquisition Authority.................................16
   5.03 No Conflict..............................................16
   5.04 Brokers..................................................17
   5.05 Limited Representations and Warranties...................17
  ARTICLE VI Conditions of Closing Applicable to GT Acquisition..17
   6.01 Termination..............................................17
   6.02 Bring Down...............................................17
   6.03 No Pending Matters.......................................18
   6.04 Closing Proceedings......................................18
   6.05 Governmental Approvals; U.S. Forest Service..............18
   6.06 Absence of Certain Changes or Events.....................19
   6.07 Cash Proceeds............................................19
   6.08 Transition Services......................................20
   6.09 Necessary Assets and Rights..............................20
   6.10 Contingent Liabilities...................................20
   6.11 Accounts Payable.........................................21
   6.12 Releases from Credit Agreement...........................22
   6.13 Opinion..................................................22
   6.14 Transfer of Premises and Liquor Licenses.................22
   6.15 Targhee Corp Mergers.....................................23
   6.16 Consents.................................................23
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                               Table of Contents
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  ARTICLE VII Conditions to Closing Applicable to Ski Holdings...23
   7.01 Termination..............................................23
   7.02 Bring Down...............................................23
   7.03 Pending Matters..........................................23
   7.04 Closing Proceedings......................................24
   7.05 Transition Services......................................24
   7.06 Governmental Approvals; U.S. Forest Service..............24
   7.07 Liens....................................................25
   7.08 Release of Guarantees....................................25
   7.09 Opinion and Release......................................25
   7.10 Consents.................................................25
  ARTICLE VIII Termination.......................................25
   8.01 Termination Events.......................................25
  ARTICLE IX Certain Agreements and Understandings...............26
   9.01 Purchase Price Allocation................................26
   9.02 Access to Information....................................27
   9.03 Exclusivity..............................................28
   9.04 Indemnification..........................................29
  ARTICLE X Miscellaneous........................................32
   10.01 Expenses................................................32
   10.02 Survival................................................32
   10.03 Entire Agreement........................................32
   10.04 Counterparts............................................32
   10.05 Assignment..............................................33
   10.06 Headings................................................33
   10.07 Governing Law...........................................33
   10.08 Notices.................................................33
   10.09 U.S. Dollars............................................35
   10.10 Savings Clause..........................................35
   10.11 Interpretation..........................................35

Schedules
---------

Schedule 1.02-1 - Cash Receipts and Disbursements during Interim Period
Schedule 1.02-2 - Other Charges during Interim Period
Schedule 1.02-3 - Legal Description of Real Properties
Schedule 4.03 - Consents
Schedule 4.09 - Tax Matters
Schedule 6.09 - Assets
Schedule 7.08 - Release of Guarantees
Schedule 9.01 - Purchase Price Allocation

Exhibits
--------

Exhibit A - Option and Purchase Agreements; Agreement to Initiate
Exhibit B - Transition Services Agreement
<PAGE>

                            ASSET PURCHASE AGREEMENT


          THIS  ASSET  PURCHASE  AGREEMENT  dated as of March  21,  2000  (this
"Agreement")  is by and between  Booth  Creek Ski  Holdings,  Inc.,  a Delaware
corporation,  as Seller ("Ski Holdings"), and GT Acquisition I, LLC, a Delaware
limited liability company, as Buyer ("GT Acquisition").

                                   RECITALS:

     A. Ski Holdings  owns all of the issued and  outstanding  capital stock of
Grand Targhee Incorporated,  a Delaware corporation  ("Targhee Corp").  Targhee
Corp owns all of the issued and outstanding capital stock of B-V Corporation, a
Wyoming corporation,  Targhee Company, a Delaware corporation,  and Targhee Ski
Corp., a Delaware corporation (collectively, the "Subsidiaries").

     B. Targhee  Corp  operates  the Grand  Targhee Ski and Summer  Resort (the
"Resort") in Alta,  Wyoming (the "Resort Business") under that certain Ski Area
Term Special Use Permit approved and issued by the United States  Department of
Agriculture-Forest  Service (the "U.S.  Forest Service") on March 18, 1997 (the
"Forest Service Permit") for the Resort.

     C. Targhee Corp and each of its Subsidiaries will merge with Ski Holdings,
with Ski Holdings  being the surviving  corporation  in each case (the "Targhee
Corp Mergers").

     D. After the  consummation  of the  Targhee  Corp  Mergers,  Ski  Holdings
desires to sell to GT Acquisition  and GT Acquisition  desires to purchase from
Ski  Holdings  all  of the  assets  formerly  held  by  Targhee  Corp  and  its
Subsidiaries  prior to the Targhee Corp Mergers on the terms and  conditions of
this Agreement.
<PAGE>

     NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
hereinafter  set forth  and for  other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                   ARTICLE I

                                  Definitions

     1.01  Previously  Defined Terms.  Each term defined in the first paragraph
and the Recitals  shall have the meaning set forth above  whenever used herein,
unless  otherwise  expressly  provided or unless the context  clearly  requires
otherwise.

     1.02 General  Definitions.  In addition to the terms  defined in the first
paragraph and Recitals,  whenever used herein,  the following  terms shall have
the meanings set forth below unless otherwise  expressly provided or unless the
context clearly requires otherwise:

          "Affiliated Parties" See Section 9.03.

          "Assumed Liabilities" See Section 2.02(a).

          "Assumed Tax-related  obligations" shall mean Tax-related obligations
(for Taxes  other than  income  taxes)  which (i) were  accrued on the books of
Targhee Corp or its Subsidiaries  immediately prior to the Targhee Corp Mergers
consistent  with past practices and reserved in accordance with GAAP, (ii) were
incurred in the  ordinary  course of business  and (iii) are not past due as of
the Closing Date.

          "Assumption Agreement" See Section 3.02(b).

          "Closing" See Section 3.01.

          "Closing Date" See Section 3.01.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Credit Agreement" See Section 6.12.
<PAGE>

          "Delaware Law" shall mean the general  corporation laws applicable in
the State of Delaware.

          "Deposit" See Section 2.03.

          "Deposit Agent" shall mean Compass Bank.

          "Deposit  Escrow  Agreement"  shall mean that certain  Deposit Escrow
Agreement, dated March 21, 2000, among Ski Holdings, GT Acquisition and Deposit
Agent.

          "Effective  Date"  shall  mean  the  last  calendar  day  before  the
commencement of the Interim Period.

          "GAAP" shall mean  generally  accepted  accounting  principles in the
United States.

          "Indenture" See Section 6.13.

          "Interim  Period" shall mean the period  beginning  February 21, 2000
and ending as of the close of business on the day before the Closing Date.

          "Knowledge" of Ski Holdings shall mean the actual knowledge,  without
inquiry, of Christopher Ryman,  Elizabeth Cole, Brian Pope, Tamra Underwood and
Tim Beck.

          "Net Cash  Receipts" of Targhee Corp during the Interim  Period shall
mean  (a)  the  aggregate   actual  cash  receipts  of  Targhee  Corp  and  its
Subsidiaries during the Interim Period, minus (b) the actual cash disbursements
of Targhee Corp and its Subsidiaries  during the Interim Period, all as (a) and
(b) above are more particularly  determined pursuant to Schedule 1.02-1,  minus
(c) those charges listed on Schedule  1.02-2 attached hereto (to the extent not
actually paid by Targhee Corp during the Interim Period),  minus (d) any costs,
expenses  and other  charges of Targhee  Corp and/or its  Subsidiaries  and any
costs,  expenses and other  charges of Ski  Holdings  allocable to Targhee Corp
and/or its  Subsidiaries  that are, in each case,  directly related to the land
<PAGE>

exchange  process  between  Targhee Corp and the U.S.  Forest  Service that, in
accordance with the original terms thereof, are not delinquent on the Effective
Date or are incurred  thereafter  (to the extent not  actually  paid by Targhee
Corp during the Interim  Period),  minus (e) any charges  which would have been
allocable to Targhee Corp had the Transition  Services Agreement been in effect
during the  Interim  Period and minus (f) per diem  interest  on the  principal
amount of $11,000,000 during the period commencing on April 30, 2000 and ending
on the day preceding the Closing Date at a rate of 12% per annum.

          "Person" shall mean any individual,  corporation,  limited  liability
company, partnership,  joint venture, association,  joint stock company, trust,
unincorporated organization or governmental agency.

          "Purchase Price" See Section 2.04.

          "Purchased  Assets"  shall mean all of the right,  title and interest
formerly  held by Targhee Corp and its  Subsidiaries  immediately  prior to the
Targhee Corp Mergers in and to the Resort Business and all assets and interests
pertaining to, or used in the operation of, the Resort Business, whether or not
carried  and  reflected  on the  books  of  Ski  Holdings,  including,  without
limitation, the following:

          (a) cash or cash equivalents (subject to Section 6.07);

          (b) marketable securities;

          (c) all  present  and future  rights to payment for goods or services
rendered whether or not earned by performance, notes or other receivables;

          (d) all contracts, leases, subleases,  arrangements,  commitments and
other  agreements,  including,  without  limitation,  the option  and  purchase
agreements and any other agreements listed on Exhibit A hereto,  the beneficial
interests of Targhee Corp and its  Subsidiaries  in and to any such  agreements
<PAGE>

listed on Exhibit A hereto to which Ski Holdings or another  affiliated  entity
is a party, and all of the right,  title and interest of Ski Holdings under all
contracts and  agreements  (whether or not listed on Exhibit A hereto) to which
it is a party for the exclusive  benefit of the Resort or the Resort  Business,
all  vendor   agreements,   purchase   orders,   installation  and  maintenance
agreements, computer software licenses, hardware lease or rental agreements;

          (e) except for prepaid expenses relating to insurance costs allocated
to Targhee Corp for periods  following  the  Effective  Date,  all deposits and
advances, prepaid expenses and other prepaid items;

          (f) all buildings,  structures,  installations,  fixtures,  fittings,
improvements,  betterments  and additions  situated on the parcels of land more
fully   described  on  Schedule   1.02-3,   together  with  all  easements  and
rights-of-way used or useful in connection therewith;

          (g) all inventories,  spare parts, stores, supplies, fuel, machinery,
equipment,  vehicles, trucks, chassis, generators,  containers, spare tires and
parts,  tools,  appliances,   furniture,  office  furniture,  fixtures,  office
supplies and office  equipment,  computers,  computer  terminals  and printers,
computer software, telephone systems,  telecopiers and photocopiers,  and other
tangible personal property of every kind and description;

          (h)    the     World     Wide    Web    site    for    the     Resort
(http://www.grandtarghee.com)  and all content  relating to the Resort thereon,
the domain  name  "www.grandtarghee.com"  and any  registrations  with  respect
thereto,  all  trade  names,  trademarks,  trademark  registrations,  trademark
applications,   service  marks,   service  mark  registrations,   service  mark
applications,  copyrights,  copyright  registrations,  copyright  applications,
patent rights,  licenses with respect to any of the  foregoing,  trade secrets,
proprietary  information and know-how,  inventions,  inventors' notes, drawings
<PAGE>

and designs,  customer and vendor lists and the goodwill associated with any of
the foregoing, it being understood that the Purchased Assets do not include any
right,  interest or assets related to Ski Holdings'  e-commerce "virtual store"
and gift certificate transaction processing system;

          (i)  all  qualifications,  registrations,  filings  (other  than  Tax
registrations  and filings  except that copies of all Wyoming sales tax filings
and  records  related  to  the  Purchased  Assets  will  be  transferred  to GT
Acquisition),    privileges,   franchises,   immunities,   licenses,   permits,
authorizations  and approvals of any  governmental  authority which are used or
required  in order to own  and/or  operate  the Resort as  presently  operated,
including,  without limitation,  the Forest Service Permit, all certificates of
occupancy and certificates,  licenses and permits relating to building, safety,
environmental laws,  alcoholic beverage laws, fire and health to the extent any
of the same are transferable or assignable to GT Acquisition;

          (j)  choses  in  action,  claims  and  causes  of action or rights of
recovery  or  set-off  of every  kind and  character,  in each case only to the
extent related to the Purchased Assets or the Assumed Liabilities;

          (k)  all  files,  papers,  documents  and  records  relating  to  the
Purchased Assets, including,  without limitation,  credit, sales and accounting
records,  price sheets,  catalogues  and sales  literature,  books,  processes,
formulae, advertising material, stationery, office supplies, forms, catalogues,
manuals,  correspondence,  production records, employment records and any other
information  reduced to writing relating to the Purchased Assets, but excluding
Tax  returns,  work papers and  corporate  minute and stock  books  except that
copies of all Wyoming  sales tax filings and records  related to the  Purchased
Assets will be transferred to GT Acquisition; and

          (l) the Resort as a going concern.
<PAGE>

          "Reference  Balance Sheet" shall mean the consolidated  balance sheet
of Targhee Corp and its Subsidiaries as at the Reference Balance Sheet Date.

          "Reference Balance Sheet Date" shall mean January 28, 2000.

          "Senior Notes" See Section 2.03(d)(ii).

          "Tax" See Section 4.09(a).

          "Tax-related obligation" See Section 9.04(c).


                                  ARTICLE II.

                   Purchase and Sale of the Purchased Assets

     2.01  Purchase and Sale.  Upon the terms and subject to the  conditions of
this Agreement,  Ski Holdings shall sell, assign, convey,  transfer and deliver
the Purchased  Assets to GT Acquisition at the Closing on the Closing Date, and
GT  Acquisition  shall  purchase the Purchased  Assets from Ski Holdings at the
Closing on the Closing Date (and shall cause Booth Creek,  Inc. to assign to GT
Acquisition  its right,  title and interest to the Agreement to Initiate listed
on Exhibit A hereto),  subject to all liens, security interests,  encumbrances,
charges  and  rights of  others,  except  for the  liens,  security  interests,
encumbrances and charges arising under the Credit Agreement and liens, security
interests, encumbrances and charges in favor of Ski Holdings.

     2.02  Assumed   Liabilities.   GT  Acquisition   shall,  at  the  Closing,
irrevocably and absolutely,  assume,  agree to perform,  and, when due, pay and
discharge,  all debts,  obligations  and  liabilities of any nature  whatsoever
(fixed, contingent, known or unknown and whenever arising) that were the debts,
obligations or liabilities of (i) Targhee Corp or its Subsidiaries  immediately
prior to the  consummation  of the Targhee  Corp  Mergers and (ii) Ski Holdings
incurred with respect to the Resort or the Resort Business,  including, without
limitation,  all obligations  arising under the contracts and agreements of Ski
Holdings listed on Exhibit A hereto (collectively,  the "Assumed Liabilities");
<PAGE>

provided,   however,  that  the  Assumed  Liabilities  shall  not  include  any
Tax-related obligations other than Assumed Tax-related obligations.

     2.03  Deposit.  Concurrently  with the  execution  of this  Agreement,  GT
Acquisition  shall deposit with Deposit Agent ONE MILLION ONE HUNDRED  THOUSAND
DOLLARS ($1,100,000) (the "Deposit") in the manner more particularly  described
in  subsection  (d) below,  which Deposit shall be held by the Deposit Agent in
accordance  with the terms of the  Deposit  Escrow  Agreement  to be applied as
follows:

     (a) If the Closing shall occur,  the Deposit,  plus any accrued  interest,
shall be  applied as a credit  against  the  purchase  price  consideration  as
provided in Section 2.03.

     (b) If the Closing  shall not occur  because of a material  breach of this
Agreement by GT Acquisition  and Ski Holdings is not in material breach of this
Agreement,  then upon the  termination  of this  Agreement in  accordance  with
Article VIII, Ski Holdings  shall be entitled to the Deposit,  plus any accrued
interest,  and such payment shall constitute  liquidated damages and be in lieu
of any legal recourse for any additional damages,  specific  performance or any
other rights or remedies available to Ski Holdings resulting therefrom.

     (c) If the  Closing  shall not occur for any other  reason,  then upon the
termination of this  Agreement in accordance  with Article VIII, GT Acquisition
shall retain the Deposit,  plus any accrued  interest,  and all amounts held by
the Deposit Agent shall be immediately returned to GT Acquisition.

     (d) At the election of GT  Acquisition,  the Deposit  shall be paid on the
date hereof to the Deposit Agent in the following manner:

               (i) $1,100,000 in cash to the Deposit Agent; or
<PAGE>

               (ii) $1,100,000  in aggregate  principal  amount of senior notes
                    (the "Senior Notes"), issued by Booth Creek Ski Group, Inc.
                    to  Booth  Creek  Partners  Limited  II,  L.L.L.P.,   (plus
                    warrants to purchase  74.7 shares of common  stock of Booth
                    Creek Ski Group, Inc.) duly endorsed for transfer in blank.

     2.04  Consideration.  On the terms and subject to the  conditions  of this
Agreement and in consideration  for the Purchased Assets, at the Closing on the
Closing Date, GT  Acquisition  shall pay to Ski Holdings the sum of $11,000,000
(the  "Purchase  Price") in the  following  manner:

               (i)  if the Deposit is made pursuant to Section 2.02(d)(i),  the
                    $1,100,000  Deposit  paid to the  Deposit  Agent,  plus the
                    accrued  interest,  shall be applied to the Purchase  Price
                    and paid to Ski Holdings by the Deposit  Agent  pursuant to
                    the Deposit Escrow Agreement; plus

               (ii) $11,000,000 less the amount paid pursuant to clause (i), if
                    any,  shall be paid by GT  Acquisition  to Ski  Holdings by
                    wire transfer of  immediately  available  federal funds for
                    credit  to Ski  Holdings  to a  bank  account  or  accounts
                    designated by Ski Holdings in writing prior to the Closing.

     If the Deposit constitutes Senior Notes, such securities shall be returned
to GT Acquisition at the Closing.


                                  ARTICLE III

                      Closing and Closing Date Deliveries

     3.01  Closing and Closing  Date.  The term  "Closing" as used herein shall
refer to the  actual  conveyance,  transfer,  assignment  and  delivery  of the
Purchased  Assets to GT Acquisition in exchange for the Purchase Price pursuant
to Section 2.04 of this Agreement.  The Closing shall take place at the offices
of Winston & Strawn,  200 Park Avenue,  New York,  New York, at 10:00 a.m., New
York time,  within three (3) business  days after the  conditions  set forth in
Articles VI and VII hereof  have been  satisfied  or waived  subject to Article
VIII of this Agreement  ("Closing Date"), or at such other place and time or on
<PAGE>

such other date as is mutually  agreed to in writing by GT Acquisition  and Ski
Holdings. Such Closing may be accomplished by facsimile transmission of Closing
documents and facsimile  signatures,  provided that the original of such signed
documents  are  transmitted  to the party or parties  entitled to receive  such
documents within three (3) business days following the Closing Date.

     3.02 Closing Deliveries. At or prior to the Closing on the Closing Date:

     (a) Ski Holdings shall deliver to GT Acquisition:

               (i)  all such  bills  of  sale,  deeds,  assignments  and  other
                    documents and instruments of sale,  assignment,  conveyance
                    and  transfer,  as GT  Acquisition  or its counsel may deem
                    necessary  or  desirable  to  effect  the  transfer  of the
                    Purchased Assets to GT Acquisition;

               (ii) certified  copies  of  the  resolutions  of  the  Board  of
                    Directors  of  Ski  Holdings,   approving  the   execution,
                    delivery  and   performance   of  this  Agreement  and  the
                    consummation of the  transactions  contemplated  under this
                    Agreement,  all  in  accordance  with  its  Certificate  of
                    Incorporation and By-laws;

               (iii)certificates  of the  Secretaries  of State of the State of
                    Delaware  and the State of Wyoming as to the  Targhee  Corp
                    Mergers;

               (iv) certificates  of the  Secretary  of State  of the  State of
                    Delaware as to the legal existence and good standing of Ski
                    Holdings;

               (v)  a certificate of  non-foreign  status in the form set forth
                    in the U.S. Treasury Regulations;

               (vi) schedules  of  accounts  payable  of  Targhee  Corp and its
                    Subsidiaries,  including  accounts  payable of Ski Holdings
                    allocable  to Targhee  Corp,  as at  February  18, 2000 for
                    Targhee  Corp and its  Subsidiaries  and as at February 21,
                    2000 for Ski Holdings, in each case reflecting the aging of
                    such accounts; and

               (vii)such other  documents  to be  delivered by Targhee Corp and
                    Ski Holdings  hereunder or as GT Acquisition or its counsel
                    may  reasonably  request to carry out the  purposes of this
                    Agreement.

     (b) GT Acquisition shall deliver to Ski Holdings:

               (i)  the payment to be delivered by GT  Acquisition  pursuant to
                    Section 2.04 of this Agreement;
<PAGE>

               (ii) an assumption  agreement  pursuant to which GT  Acquisition
                    assumes   the   Assumed    Liabilities   (the   "Assumption
                    Agreement");

               (iii)certified copies of a written consent of the sole Member of
                    GT  Acquisition  approving  the  execution,   delivery  and
                    performance of this Agreement and the  consummation  of the
                    transactions  contemplated  under  this  Agreement,  all in
                    accordance  with  its  certificate  of  formation  and  its
                    limited liability company agreement;

               (iv) such other  documents  to be  delivered  by GT  Acquisition
                    hereunder or as Ski Holdings or its counsel may  reasonably
                    request to carry out the purposes of this Agreement.

     3.03  Cooperation.  Prior to the Closing Date, each of Ski Holdings and GT
Acquisition  shall use  reasonable  efforts to attempt to secure all  necessary
consents required for its consummation of the transactions  contemplated herein
and to cause all  conditions  precedent  for its benefit to be  satisfied  in a
timely manner. In addition,  Ski Holdings and GT Acquisition shall, on request,
on and after the Closing Date,  cooperate  with one another by  furnishing  any
additional  information,  executing and  delivering  any  additional  documents
and/or instruments and doing any and all such other things as may be reasonably
required by the parties or their counsel to  consummate or otherwise  implement
the transactions contemplated by this Agreement.


                                  ARTICLE IV.

                 Representations and Warranties of Ski Holdings


     Ski  Holdings  represents  and  warrants  to  and  covenants  with  (which
representations,  warranties  and  covenants  shall  survive the Closing to the
extent provided in this Agreement) GT Acquisition as follows:

     4.01 Organization and Qualification.  Ski Holdings is a corporation,  duly
organized, validly existing and in good standing under the laws of the State of
<PAGE>

Delaware,  and has all  requisite  corporate  power and  authority  to execute,
deliver and perform its obligations  under this Agreement and to consummate the
transactions  contemplated hereby.

     4.02  Authority.  Ski Holdings has full right and power to enter into, and
perform  its  obligations  under this  Agreement,  and has taken all  requisite
action to authorize the execution,  delivery and performance of this Agreement,
and the consummation of the sale of the Purchased Assets and other transactions
contemplated  by this Agreement;  and this Agreement has been duly  authorized,
executed and  delivered by Ski Holdings and is binding  upon,  and  enforceable
against,  Ski Holdings in accordance with its terms; except as such enforcement
may be limited by bankruptcy, insolvency,  reorganization,  moratorium or other
similar laws  affecting  enforcement  of  creditors'  rights  generally  and by
general  principles  of equity  (whether  applied in a proceeding  at law or in
equity).

     4.03 No Conflicts.  The  execution  and delivery of this  Agreement by Ski
Holdings and the  performance  of its  obligations  hereunder will not conflict
with or constitute a default under its certificate of  incorporation or by-laws
or, to Ski Holdings' Knowledge, conflict with or constitute a default under any
bond,  note,  debt  instrument,  security  agreement or mortgage,  or any other
material  agreement  or  commitment  binding  upon Ski  Holdings,  provided the
consents specified on Schedule 4.03 are obtained.

     4.04 Investments.  On the date hereof,  except for equity interests in the
Subsidiaries,  Targhee Corp does not own any  securities or any other direct or
indirect  interest in any Person  (including any joint venture or partnership),
other than the Jackson Hole Resort Association.

     4.05 Intentionally Omitted.

     4.06 Intentionally Omitted.
<PAGE>

     4.07 Absence of Certain  Changes or Events.  To Ski  Holdings'  Knowledge,
since October 31, 1999, the Resort has been operated in the ordinary course and
there has not occurred any sale or transfer of a material amount of property of
the Resort,  except in the ordinary  course of business.  Without  limiting the
foregoing,  to Ski  Holdings'  Knowledge,  between the date hereof  through and
including the Closing Date, Targhee Corp shall have recognized deferred revenue
in the ordinary  course of business and in accordance with GAAP consistent with
the past  practices of Targhee Corp.  During the Interim  Period,  Targhee Corp
shall not have declared or paid any cash dividend or otherwise  declared,  paid
or distributed  to Ski Holdings any property of any type or nature,  whether in
cash or otherwise,  except for  distribution of cash permitted by Section 6.07,
or purchased,  redeemed or otherwise acquired or agreed to purchase,  redeem or
otherwise, acquire any of the issued and outstanding stock of Targhee Corp.

     4.08 Brokers.  Neither this Agreement nor the sale of the Purchased Assets
or any other transaction contemplated by this Agreement was induced or procured
through any Person acting on behalf of, or representing  either Targhee Corp or
Ski  Holdings or any of its  partners  as broker,  finder,  investment  banker,
financial advisor or in any similar capacity.

     4.09 Taxes.

     (a) The term "Tax"  means any net income,  capital  gains,  gross  income,
gross receipts, sales, use, transfer, ad valorem, franchise,  profits, license,
capital,  withholding,   payroll,  employment,   excise,  goods  and  services,
severance, stamp, occupation, premium, property, windfall profits, or other tax
or  customs  duties,  or  any  interest,  any  penalties,  additions  to tax or
additional  amounts  incurred or accrued under  applicable  tax law or properly
assessed or charged by any Taxing authority (domestic or foreign), or any fees,
interest,  or penalties due the United States under the Forest  Service  Permit
approved  by the U.S.  Forest  Service  for the  Resort.  For  purposes  of the
definition  of Tax, any  interest,  penalties,  additions to Tax or  additional
amounts that relate to Taxes for any period, or a portion of any period,  ended
<PAGE>

on or before the Closing Date shall include any interest, penalties,  additions
to Tax, or additional amounts relating to Taxes for such periods, regardless of
whether such items are  incurred,  accrued,  assessed or similarly  charged on,
before or after the Closing Date.

     (b) For purposes of this  Section  4.09 and Section 9.04 hereof,  the term
"Targhee Corp" shall be deemed to include any Subsidiary of Targhee Corp.

     (c) To Ski  Holdings'  Knowledge,  (i) Targhee  Corp has timely  filed Tax
returns or reports for all years and periods (and portions thereof) and for all
jurisdictions  (whether  federal,  state,  local or  foreign) in which any such
returns or reports  were due and which Tax  returns are true and correct in all
material respects;  (ii) all Taxes shown to be due and payable on such returns,
reports and estimates  have been paid;  (iii) all Taxes not yet due and payable
have in all  material  respects  been  accrued on the books of Targhee  Corp in
accordance with GAAP and reserves have been established  therefor in accordance
with GAAP and (iv) there are no unpaid assessments for additional Taxes for any
period  ending  prior to the date  hereof,  other than those  contested in good
faith,  in all such  cases,  except to the extent any  failure to do any of the
foregoing  could not  reasonably be expected to have a material  adverse effect
upon Targhee Corp and its Subsidiaries, taken as a whole.

     (d) To Ski Holdings'  Knowledge,  Targhee Corp is not a party to any joint
venture,   partnership  or  other  arrangement  that  could  be  treated  as  a
partnership  for  federal  income Tax  purposes,  except to the extent any such
treatment  could not  reasonably be expected to have a material  adverse effect
upon Targhee Corp and its Subsidiaries, taken as a whole.
<PAGE>

     (e) To Ski Holdings' Knowledge, Targhee Corp has (i) withheld all required
amounts from its employees,  agents,  contractors and nonresidents and remitted
such amounts to the proper agencies;  (ii) paid all employer  contributions and
premiums;  and (iii) filed all federal,  state,  local and foreign  returns and
reports  with  respect to  employee  income Tax  withholding,  social  security
unemployment  Taxes  and  premiums,   all  in  material   compliance  with  the
withholding  Tax  provisions  of the Internal  Revenue Code of 1986, as amended
(the "Code") as in effect for the applicable year and other applicable federal,
state,  local or  foreign  laws,  in all such  cases,  except to the extent any
failure to do any of the foregoing  could not  reasonably be expected to have a
material  adverse  effect upon  Targhee Corp and its  Subsidiaries,  taken as a
whole.  Targhee  Corp is a United  States  person for U.S.  federal  income Tax
purposes and will provide GT  Acquisition  with a  certificate  of  non-foreign
status at the Closing.

     (f) Except as set forth on Schedule 4.09, to Ski Holdings'  Knowledge,  no
federal,   state,   local  or  foreign  Tax  audits  or  other   administrative
proceedings, discussions or court proceedings are presently pending with regard
to any Taxes or tax  returns  of  Targhee  Corp which  audits,  proceedings  or
discussions could reasonably be expected to have a material adverse effect upon
Targhee Corp and its Subsidiaries, taken as a whole.

     (g) To Ski  Holdings'  Knowledge,  Targhee  Corp is not a party to any tax
sharing agreement or similar  arrangement for the sharing of Tax liabilities or
benefits,  the  provisions  of  which  survive  the  Closing  and  which  could
reasonably be expected to have a material  adverse effect upon Targhee Corp, or
its successors, and its Subsidiaries, taken as a whole, after the Closing.
<PAGE>

     (h) Ski Holdings shall pay all federal,  state, local and foreign transfer
taxes  applicable  to,  imposed  upon,  or arising  out of the  transfer of the
Purchased  Assets;  provided,  however,  that GT Acquisition shall not take any
action or permit any of its agents to take any action which causes the transfer
of the  Purchased  Assets  to fail to  qualify  under the  "business  transfer"
exemption  (Wyoming Statutes Section  39-15-101(M))  from Wyoming sales and use
tax.

                                   ARTICLE V

                Representations and Warranties of GT Acquisition


     GT  Acquisition  represents  and  warrants  to and  covenants  with (which
representations,  warranties  and  covenants,  shall survive the Closing to the
extent provided in this Agreement) Ski Holdings as follows:

     5.01 Valid Existence.  GT Acquisition is a limited  liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

     5.02 GT Acquisition Authority.  GT Acquisition has full right and power to
enter into, and perform its obligations under this Agreement, and has taken all
requisite limited liability company action to authorize the execution, delivery
and  performance of this Agreement and the  consummation of the purchase of the
Purchased Assets and other  transactions  contemplated by this Agreement.  This
Agreement has been duly executed and delivered by GT Acquisition and is binding
upon, and  enforceable  against,  GT Acquisition in accordance  with its terms;
except  as  such   enforcement  may  be  limited  by  bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar laws  affecting  enforcement  of
creditors'  rights  generally  and by  general  principles  of equity  (whether
applied in a proceeding at law or in equity).

     5.03 No  Conflict.  The  execution  and  delivery of this  Agreement by GT
Acquisition  and the  performance of its  obligations  hereunder and thereunder
will not  conflict  with or  constitute  a  default  under its  certificate  of
<PAGE>

formation  or  limited  liability  company  agreement  or under any note,  debt
instrument,  security agreement or mortgage, or any other material agreement or
commitment binding upon GT Acquisition or upon any of its properties.

     5.04  Brokers.  Neither this  Agreement  nor the purchase of the Purchased
Assets or any other  transaction  contemplated by this Agreement was induced or
procured through any Person acting on behalf of, or representing GT Acquisition
or any of its  affiliates  as  broker,  finder,  investment  banker,  financial
advisor or in any similar capacity.

     5.05 Limited Representations and Warranties. Except as otherwise expressly
set forth in this  Agreement,  GT Acquisition  understands  and agrees that Ski
Holdings  will be  transferring  the  Purchased  Assets  to GT  Acquisition  in
exchange  for  the  Purchase  Price  pursuant  to  Section  2.04  in an "AS IS"
transaction and that Ski Holdings is not making any representation, warranty or
assurance  whatsoever to GT Acquisition with respect to the Purchased Assets or
the Assumed Liabilities.  Without limiting the generality of the foregoing,  to
the fullest  extent  permitted by  applicable  law, Ski Holdings  disclaims any
warranty of any nature which may be implied by applicable statutory or judicial
authority.


                                  ARTICLE VI

               Conditions of Closing Applicable to GT Acquisition


     The obligations of GT Acquisition  hereunder  (including the obligation of
GT Acquisition to close the transactions  herein  contemplated)  are subject to
the following conditions precedent:

     6.01  Termination.  Neither GT  Acquisition  nor Ski  Holdings  shall have
terminated this Agreement pursuant to Section 8.01 hereof.

     6.02 Bring Down. The  representations  and warranties made by Ski Holdings
herein to GT Acquisition  shall be true and correct in all material respects on
<PAGE>

and as of the Closing Date with the same effect as if such  representations and
warranties  had been made on and as of the Closing Date, and Ski Holdings shall
have  performed and complied with all  agreements,  covenants and conditions on
their part  required to be performed or complied in all material  respects with
on or prior to the Closing  Date.  At the Closing,  GT  Acquisition  shall have
received a certificate executed by Ski Holdings to the foregoing effect.

     6.03 No Pending Matters.  No investigation,  action, suit or proceeding by
any governmental or regulatory  commission,  agency, body or authority,  and no
action, suit or proceeding by any other Person, shall be pending on the Closing
Date which challenges, or might result in a challenge to, this Agreement or any
transactions  contemplated  hereby,  or which  claims,  or might give rise to a
claim for, damages in a material amount as a result of the consummation of this
Agreement.

     6.04 Closing  Proceedings.  All proceedings to be taken in connection with
the  consummation  of the  transactions  contemplated by this Agreement and all
documents  incident  thereto,  shall  be  reasonably  satisfactory  in form and
substance to GT Acquisition and its counsel, and GT Acquisition and its counsel
shall have received  copies of such documents as GT Acquisition and its counsel
may reasonably request in connection with said transactions.

     6.05  Governmental  Approvals;   U.S.  Forest  Service.  All  governmental
agencies,  departments,  bureaus,  commissions and similar bodies, the consent,
authorization or approval of which is necessary under any applicable law, rule,
order or regulation for the  consummation  by Ski Holdings of the  transactions
contemplated  hereunder and the operation of the Resort by GT Acquisition after
consummation of the transactions hereunder shall have consented to, authorized,
permitted or approved the consummation of the transactions hereunder, including
without  limitation,  the U.S.  Forest  Service and those  governmental  bodies
having  jurisdiction with respect to the various liquor licenses and other such
<PAGE>

licenses and permits  issued in  connection  with the  operation of the Resort.
Without  limiting the foregoing,  GT Acquisition  shall have at the Closing all
rights, title and interest as purchaser under those certain option and purchase
agreements, and as non-federal proponent in that certain Agreement to Initiate,
which are collectively  listed in the attached Exhibit A, which is incorporated
by  reference   thereto  and  Ski  Holdings  shall  transfer  or  cause  to  be
transferred,  all such  right,  title and  interest  to GT  Acquisition  at the
Closing  (other than the right,  title and interest of Booth Creek,  Inc. under
the Agreement to Initiate listed in Exhibit A, which GT Acquisition shall cause
to be transferred to itself). In addition,  without limiting the foregoing, the
U.S. Forest Service shall have consented to, authorized,  permitted or approved
the  substitution  of GT Acquisition  as the  non-federal  proponent  under the
Agreement to Initiate listed in Exhibit A. Ski Holdings shall have no liability
if Targhee Corp suffers any loss or liability as a result of any election by GT
Acquisition to waive this condition and close without such consents.

     6.06 Absence of Certain Changes or Events. From and after the date hereof,
the Resort  shall have been  operated in the  ordinary  course of business  and
there shall not have  occurred  any sale or  transfer  of a material  amount of
property of the Resort,  except in the  ordinary  course of  business.  Without
limiting  the  foregoing,  between the date hereof  through and  including  the
Closing  Date,  Targhee  Corp shall  have  recognized  deferred  revenue in the
ordinary  course of business and in accordance  with GAAP  consistent  with the
past practices of Targhee Corp.

     6.07 Cash  Proceeds.  Immediately  prior to the Targhee Corp Mergers,  Ski
Holdings shall insure that Targhee Corp and its Subsidiaries  have cash on hand
and in bank  accounts  in an amount not less than the sum of (a) the  aggregate
Net Cash Receipts of Targhee Corp during the Interim Period and (b) the balance
<PAGE>

of  deferred  revenues  of Targhee  Corp as of the close of business on the day
before the Closing Date, computed in accordance with GAAP.

     6.08  Transition  Services.   Ski  Holdings  shall  have  entered  into  a
Transition  Services Agreement  substantially in the form of Exhibit B attached
hereto  pursuant to which Ski Holdings  shall provide to GT  Acquisition  those
services  set forth on the  Schedules  to Exhibit B hereto for the time periods
and for the fees  corresponding  to such services as set forth on the Schedules
to Exhibit B hereto.

     6.09  Necessary   Assets  and  Rights.   Upon  the   consummation  of  the
transactions  contemplated by this Agreement, the Purchased Assets will include
all  of  the  material  assets,   properties  and  rights  of  every  type  and
description,  real, personal and mixed, tangible and intangible,  owned or used
by  Targhee  Corp  and  its  Subsidiaries  as of  the  date  hereof,  including
replacement  of such  property  in the  ordinary  course of  business,  for the
conduct of the Resort as presently conducted,  free and clear of any mortgages,
pledges,  liens, security interests,  claims and other encumbrances of any kind
or nature whatsoever, except the ownership interests of the U.S. Forest Service
in the land used by Targhee  Corp and except as  disclosed  on  Schedule  6.09.
Without limiting the foregoing, the Purchased Assets shall include all material
rights as of the Closing Date to the name "Grand Targhee  Incorporated" and all
variations  thereof and all intellectual  property used in the operation of the
Resort that Targhee Corp has as of the date hereof.

     6.10 Contingent Liabilities. The Reference Balance Sheet has been prepared
based upon the  accounting  practices,  procedures  and methods  regularly  and
historically employed by Targhee Corp and its Subsidiaries for reporting to Ski
Holdings and is in  accordance  with GAAP, as  historically  applied by Targhee
Corp and its  Subsidiaries,  and is in accordance with the books and records of
<PAGE>

Targhee  Corp (which books and records are complete and correct in all material
respects) and fairly  presents the  financial  position of Targhee Corp and its
Subsidiaries  in all  material  respects as of such date.  As of the  Reference
Balance Sheet Date,  neither  Targhee Corp nor any  Subsidiary has any material
liabilities  (whether absolute,  accrued,  contingent or otherwise) of a nature
required to be set forth on a balance sheet  prepared in accordance  with GAAP,
except for those set forth on the Reference Balance Sheet.  Since the Reference
Balance  Sheet Date,  Targhee Corp has not  incurred or become  subject to, and
prior to the Closing will not have incurred or become  subject to, any material
liabilities other than liabilities incurred in the ordinary course of business.
GT  Acquisition  acknowledges  that the  accuracy of the  foregoing  statements
contained in this Section 6.10 are intended to constitute a condition precedent
to its obligations to close the transactions contemplated by this Agreement and
are not intended to constitute  representations  and warranties  that would, if
inaccurate,  form  the  basis  of  a  pre-closing  or  post-closing  claim  for
indemnity.

     6.11 Accounts Payable.  On the Effective Date and at the Closing,  (a) all
of the  accounts  payable  (other than those which are  individually  less than
$1,000  and in the  aggregate  less  than  $10,000)  of  Targhee  Corp  and its
Subsidiaries  (including  accounts payable of Ski Holdings allocable to Targhee
Corp) shall have been paid in accordance  with the original  terms of each such
account and in the ordinary course of business, (b) no such accounts payable of
Targhee Corp and its Subsidiaries shall be past due and (c) all amounts payable
with respect to any options and purchase agreements including,  but not limited
to,  the  agreements  listed in  Exhibit A shall have been paid when due by Ski
Holdings in order to preserve the rights, options and other obligations arising
under or in connection with the respective agreements.
<PAGE>

     6.12  Releases  from Credit  Agreement.  Ski Holdings  shall have obtained
releases  of all  liens  on the  Purchased  Assets  from  Fleet  National  Bank
(formerly  known  as  BankBoston,   N.A.),  a  national   banking   association
("BankBoston"),   arising  under  that  certain  Amended  and  Restated  Credit
Agreement  dated as of October 30, 1998,  as amended by the First  Amendment to
Amended and Restated Credit  Agreement  entered into as of the 18th day of May,
1999 (the  "Credit  Agreement"),  by and among Ski  Holdings,  Booth  Creek Ski
Acquisition Corp., a Delaware  corporation,  Trimont Land Company, a California
corporation,  Sierra-at-Tahoe,  Inc., a Delaware  corporation,  Bear  Mountain,
Inc., a Delaware  corporation,  Waterville Valley Ski Resort,  Inc., a Delaware
corporation,  Mount  Cranmore  Ski Resort,  Inc., a Delaware  corporation,  Ski
Lifts, Inc., a Washington corporation, Targhee Corp, LMRC Holdings Corporation,
a Delaware corporation,  Loon Mountain Recreation Corporation,  a New Hampshire
corporation,   Loon  Realty  Corporation,   a  New  Hampshire  corporation  and
BankBoston,  as agent for  itself and the other  lenders  named  therein.  Such
releases shall be delivered in form and substance reasonably satisfactory to GT
Acquisition on or prior to the Closing Date.

     6.13   Opinion.   Ski  Holdings   shall  have  received  a  customary  and
satisfactory  fairness  opinion  dated on or before the  Closing  Date from Sno
Engineering,  Inc.,  pursuant to that certain  Indenture  dated as of March 18,
1997, as amended (the  "Indenture"),  among Ski Holdings,  the Guarantors named
therein and Marine Midland Bank, as Trustee thereunder.

     6.14 Transfer of Premises and Liquor  Licenses.  Immediately  prior to the
consummation  of the  Targhee  Corp  Mergers,  each  of  Targhee  Corp  and its
Subsidiaries  shall have (a) entered into a lease or a sublease of the premises
which  it  occupies  with a  separate  subsidiary  of GT  Acquisition  and  (b)
<PAGE>

transferred its liquor license for such premises to such subsidiary.  Each such
lease or  sublease  shall be for a term  ending on January 7, 2001 at a monthly
rent and upon other terms and conditions acceptable to GT Acquisition.

     6.15 Targhee Corp Mergers.  Immediately prior to the Closing,  the Targhee
Corp  Mergers  shall  have  been  consummated  in  accordance  with the laws of
Delaware and Wyoming, as applicable, and the requirements of the certificate or
articles  of  incorporation  of  each of Ski  Holdings,  Targhee  Corp  and its
Subsidiaries.

     6.16 Consents. Prior to the Closing Date, Ski Holdings shall have obtained
all consents  specified  on Schedule  4.03 and such  consents  shall be in full
force and effect.


                                  ARTICLE VII

                Conditions to Closing Applicable to Ski Holdings


     The obligations of Ski Holdings hereunder (including the obligation of Ski
Holdings  to close the  transactions  herein  contemplated)  are subject to the
following conditions precedent:

     7.01  Termination.  Neither Ski  Holdings  nor GT  Acquisition  shall have
terminated this Agreement pursuant to Section 8.01 hereof.

     7.02 Bring Down. All representations and warranties made by GT Acquisition
herein to Ski Holdings  shall be true and correct in all  material  respects on
and as of the Closing Date with the same effect as if such  representations and
warranties  had been made on and as of the  Closing  Date,  and GT  Acquisition
shall have performed and complied with all agreements, covenants and conditions
on its part required to be performed or complied in all material  respects with
on or prior to the  Closing  Date.  At the  Closing,  Ski  Holdings  shall have
received a certificate executed by GT Acquisition to the foregoing effect.

     7.03 Pending Matters. No investigation,  action, suit or proceeding by any
governmental  or  regulatory  commission,  agency,  body or  authority,  and no
<PAGE>

action,  suit or proceeding by any other Person shall be pending on the Closing
Date which  challenges or might result in a challenge to this  Agreement or any
transaction contemplated hereby, or which claims, or might give rise to a claim
for,  damages  in a  material  amount  as a result of the  consummation  of the
transactions contemplated hereby.

     7.04 Closing  Proceedings.  All proceedings to be taken in connection with
the  consummation of the transactions  contemplated by this Agreement,  and all
documents  incident  thereto,  shall  be  reasonably  satisfactory  in form and
substance to Ski  Holdings  and its  counsel,  and Ski Holdings and its counsel
shall  have  received  copies  of  such  documents  as it and its  counsel  may
reasonably request in connection with said transactions.

     7.05  Transition  Services.  GT  Acquisition  shall  have  entered  into a
Transition  Services  Agreement  substantially  in a form of Exhibit B attached
hereto  pursuant to which Ski Holdings  shall provide to GT  Acquisition  those
services  set forth on the  Schedules  to Exhibit B hereto for the time periods
and for the fees  corresponding  to such services as set forth on the Schedules
to Exhibit B hereto.

     7.06  Governmental  Approvals;   U.S.  Forest  Service.  All  governmental
agencies,  departments,  bureaus,  commissions and similar bodies, the consent,
authorization or approval of which is necessary under any applicable law, rule,
order or regulation  for the  consummation  by Targhee Corp and Ski Holdings of
the transactions  contemplated  hereunder and the operation of the Resort by GT
Acquisition  after  consummation  of  the  transactions  hereunder  shall  have
consented  to,  authorized,  permitted  or  approved  the  consummation  of the
transactions hereunder,  including without limitation,  the U.S. Forest Service
and those governmental  bodies having  jurisdiction with respect to the various
liquor  licenses and other such licenses and permits issued in connection  with
the operation of the Resort.  Without  limiting the  foregoing,  GT Acquisition
<PAGE>

shall have at the Closing all rights,  title and  interest as  purchaser  under
those certain option and purchase agreements,  and as non-federal  proponent in
that certain Agreement to Initiate, which are collectively listed in Exhibit A.
In addition, without limiting the foregoing, the U.S. Forest Service shall have
consented  to,  authorized,  permitted  or  approved  the  substitution  of  GT
Acquisition as the non-federal proponent under the Agreement to Initiate listed
in Exhibit A.

     7.07 Liens. Ski Holdings shall have obtained releases for all liens on the
Purchased  Assets  arising under the Credit  Agreement.  Such releases shall be
delivered in form and substance  reasonably  satisfactory to Ski Holdings prior
to the Closing Date.

     7.08 Release of Guarantees.  Ski Holdings shall have obtained the releases
listed on Schedule  7.08 for all executed  guarantees  provided by Ski Holdings
for obligations of Targhee Corp in its operation of the Resort.

     7.09 Opinion and Release. Ski Holdings shall have received a customary and
satisfactory  fairness  opinion  dated on or before the  Closing  Date from Sno
Engineering,  Inc., pursuant to the Indenture, and Targhee Corp and each of its
Subsidiaries shall have been released as Guarantors under the Indenture.

     7.10 Consents. Prior to the Closing Date, Ski Holdings shall have obtained
all consents  specified  on Schedule  4.03 and such  consents  shall be in full
force and effect.


                                  ARTICLE VIII

                                  Termination


     8.01  Termination  Events.  This  Agreement  may be terminated at any time
prior to the Closing as follows, and in no other manner:

     (a) by mutual written consent of Ski Holdings and GT Acquisition;
<PAGE>

     (b) by GT Acquisition, upon written notice to Ski Holdings, if the Closing
Date has not  occurred  on or before 60 days from the date  hereof  (which date
shall be  extended  by Ski  Holdings  to the extent  necessary  to satisfy  the
conditions  precedent set forth in Sections 6.05,  6.12 and 6.13 hereof but Ski
Holdings  shall not be required to extend  such date  beyond an  additional  30
days), or such later date as the parties may agree in writing, provided that GT
Acquisition is not in breach or default under this Agreement; and

     (c) by Ski Holdings, upon written notice to GT Acquisition, if the Closing
Date has not  occurred  on or before 60 days from the date  hereof  (which date
shall be automatically extended if so extended under clause (b) of this Section
8.01),  or such later date as the parties may agree in writing,  provided  that
Ski Holdings is not in breach or default under this Agreement.

     Any termination  pursuant to this Article VIII shall not limit or restrict
the rights or other remedies of any party hereto.


                                  ARTICLE IX

                     Certain Agreements and Understandings


     9.01 Purchase  Price  Allocation.  Ski Holdings and GT  Acquisition  shall
allocate the  Purchase  Price among the  Purchased  Assets in  accordance  with
Schedule  9.01  attached  hereto and this  Section  9.01.  Ski  Holdings and GT
Acquisition shall use their reasonable  efforts to reach agreement prior to the
Closing Date as to the  allocation  of the Purchase  Price among the  Purchased
Assets.  Ski Holdings and GT Acquisition agree that if they have not reached an
agreement  as to such  allocation  by the date  which is ninety  days after the
Closing  Date,  the  allocation  shall  be  made  as  determined  by a firm  of
<PAGE>

independent accountants of national standing selected by the parties or, if the
parties  are  unable to agree  upon the  selection  of such a firm  within  one
hundred  days after the Closing  Date,  selected by the New York City office of
the  American  Arbitration  Association  at the  request  of either  party (the
"Allocation  Accounting Firm"), who shall have appraisal capabilities and, as a
condition to retention, shall commit to make a determination within thirty days
after  selection.  Ski Holdings and GT Acquisition  shall use their  reasonable
efforts  to  cooperate  with the  Allocation  Accounting  Firm and to cause the
Allocation  Accounting Firm to make its determination  within thirty days after
selection.  The  resolution of the dispute by the  Allocation  Accounting  Firm
shall be final, binding and conclusive on the parties. The fees and expenses of
the Allocation  Accounting  Firm shall be borne one-half by GT Acquisition  and
one-half by Ski Holdings. Each party shall promptly notify the other of any tax
proceeding, audit or investigation relating to the allocation described in this
Section 9.01 and shall keep the other advised of the progress thereof.

     9.02 Access to Information.

     (a) Upon  reasonable  notice from GT  Acquisition  to Targhee Corp and Ski
Holdings,  Targhee  Corp will cause to be  afforded to GT  Acquisition  and its
financing providers, and their respective officers, employees,  representatives
and  advisors   access  during  normal   business   hours  to  the   employees,
representatives, advisors, facilities and books and records of Targhee Corp and
its  Subsidiaries  so as to afford GT Acquisition  and its financing  providers
full  opportunity to make such review,  examination  and  investigation  of the
Resort as they each may reasonably  deem  necessary to make in connection  with
the transactions contemplated hereby.

     (b) For a  period  ending  seven  (7)  years  following  the  Closing,  GT
Acquisition  will (except as provided  below)  retain all  business  records of
Targhee Corp and its Subsidiaries for periods prior to the Closing. During such
period and on two (2) business days prior notice,  GT  Acquisition  will afford
<PAGE>

duly authorized  representatives of Ski Holdings reasonable access,  subject to
reasonable  restrictions as GT Acquisition may require, during regular business
hours,  to all of such  records and will permit  such  representatives,  at Ski
Holdings'  expense,  to make  abstracts  from,  or to make  copies  of any such
records, or to obtain temporary possession (as long as such possession,  in the
reasonable judgment of GT Acquisition,  does not interfere with the business of
GT  Acquisition)  of any thereof as may reasonably be required by Ski Holdings.
Should GT Acquisition wish to dispose of any such records,  GT Acquisition will
advise Ski  Holdings of its wishes in writing and, if Ski Holdings so requests,
GT  Acquisition  will promptly  deliver,  at the expense of Ski  Holdings,  the
records in question to Ski Holdings.  If Ski Holdings does not request delivery
of such  records  within  thirty  (30)  days  of GT  Acquisition's  notice,  GT
Acquisition may thereafter dispose of such records.

     9.03  Exclusivity.  Targhee Corp and Ski Holdings agree that from the date
hereof and until the  Closing  Date or such time as this  Agreement  shall have
been terminated in accordance with the provisions of Section 8.01 hereof,  none
of  Targhee  Corp,  Ski  Holdings  or any of  Targhee  Corp's or Ski  Holdings'
officers,   directors,   shareholders,   affiliates  or  other  representatives
(collectively  the  "Affiliated  Parties")  will  invite,  solicit or encourage
proposals  or offers or  entertain,  accept,  negotiate,  discuss or  otherwise
participate in a possible  merger,  combination,  sale or other  disposition of
Targhee Corp or the Resort,  or any capital stock  associated with Targhee Corp
or the Resort or any  interest  therein (a "Targhee  Corp Sale") with any other
party. Targhee Corp and Ski Holdings each represents that neither it nor any of
its  stockholders  is a party to or bound by any  agreement  with  respect to a
Targhee  Corp Sale other than this  Agreement.  Ski  Holdings  shall  cause the
Affiliated  Parties to  immediately  cease and  terminate any existing or prior
existing  activities,  discussions or negotiations with any persons or entities
conducted  heretofore with respect to any Targhee Corp Sale, and shall promptly
<PAGE>

request  each  such  person  or  entity  who  has  heretofore  entered  into  a
confidentiality  agreement  in  connection  with a  Targhee  Corp  Sale  or has
otherwise  received  information in connection  with a Targhee Corp Sale to (a)
return to Ski Holdings all  confidential  information  heretofore  furnished to
such  person or entity by or on behalf of  Targhee  Corp or the  Resort and (b)
destroy  (and  certify  to Ski  Holdings  as to  the  destruction)  all  notes,
analyses, compilations, reports, forecasts, studies, memoranda, computer stored
data or other  documents  which  contain,  or are  based in whole or in part or
otherwise  reflect,  confidential  information  received in  connection  with a
Targhee  Corp Sale.  It is intended  by the parties  hereto that so long as the
terms of this Agreement are in effect,  GT Acquisition shall have the exclusive
right to  purchase  Targhee  Corp  and the  Resort  on the  general  terms  and
conditions herein contained.

     9.04 Indemnification.

     (a) GT Acquisition hereby indemnifies and holds harmless Ski Holdings from
and  against all  claims,  damages,  losses,  liabilities,  costs and  expenses
(including,  without limitation,  settlement costs and any legal, accounting or
other  expenses for defending any actions or threatened  actions) in connection
with any  misrepresentation or breach of any representation or warranty made by
GT Acquisition  in this  Agreement or any breach of any covenant,  agreement or
obligation  of GT  Acquisition  contained in this  Agreement  or any  agreement
executed or delivered pursuant hereto; provided, however, that GT Acquisition's
maximum aggregate  liability  pursuant to this Section 9.04(a) shall not exceed
the amount of $1,000,000,  except with respect to GT Acquisition's  obligations
under the Assumption Agreement as to which such limit shall not apply.

     In no event shall Ski Holdings be entitled to indemnification  pursuant to
this Section 9.04(a) unless and until the aggregate  liability  suffered by Ski
<PAGE>

Holdings collectively exceeds $150,000 whereupon Ski Holdings shall be entitled
to  indemnification  hereunder from GT  Acquisition  for liability in excess of
such threshold amount to the extent permitted herein.

     (b) Ski Holdings hereby indemnifies and holds harmless GT Acquisition from
and  against all  claims,  damages,  losses,  liabilities,  costs and  expenses
(including,  without limitation,  settlement costs and any legal, accounting or
other  expenses for defending any actions or threatened  actions) in connection
with any  misrepresentation or breach of any representation or warranty made by
either  Targhee  Corp or Ski  Holdings in this  Agreement  or any breach of any
covenant,  agreement  or  obligation  of either  Targhee  Corp or Ski  Holdings
contained in this  Agreement;  provided,  however,  that Ski Holdings'  maximum
aggregate  liability  pursuant  to this  Section  9.04(b)  shall not exceed the
amount  of  $1,000,000,  except  with  respect  to any  Tax-related  obligation
provided for in Section 9.04(c).

     Except with respect to any Tax-related  obligation provided for in Section
9.04(c),  GT Acquisition shall not be entitled to  indemnification  pursuant to
this Section  9.04(b) unless and until the aggregate  liability  suffered by GT
Acquisition  collectively  exceeds $150,000  whereupon GT Acquisition  shall be
entitled to indemnification hereunder from Ski Holdings for liability in excess
of such threshold amount to the extent permitted herein.

     (c) Ski Holdings hereby indemnifies and holds harmless GT Acquisition (and
after the Closing,  Targhee Corp) from and against all claims, damages, losses,
costs and expenses  (including,  without  limitation,  settlement costs and any
legal,  accounting or other expenses  incurred in connection with any audits or
defending  any actions or threatened  actions) in connection  with all Taxes of
Targhee Corp and its Subsidiaries (a "Tax-related  obligation") for all periods
(or portions  thereof) ending on or before the Closing Date (whether or not any
such  Tax-related  obligation  constitutes  a breach of any  representation  or
<PAGE>

warranty  contained  in  Section  4.09),  except  for the  Assumed  Tax-related
obligations.  GT Acquisition hereby indemnifies and holds harmless Ski Holdings
from and against all claims,  damages,  losses,  costs and expenses (including,
without  limitation,  settlement  costs  and any  legal,  accounting  or  other
expenses  incurred in  connection  with any audits or defending  any actions or
threatened  actions)  for (i) all  Tax-related  obligations  arising out of the
ownership or use of the Purchased Assets for all periods (or portions  thereof)
ending after the Closing Date and (ii) the Assumed Tax-related obligations.

     (d) The  indemnities  contained  in this  Section  9.04 with respect to GT
Acquisition and Ski Holdings shall survive the consummation of the transactions
hereunder to and including  December 31, 2000,  except that (i) the indemnities
for Tax-related obligations contained in Section 9.04(c) or representations and
warranties  contained in Section 4.09 hereof shall survive the Closing Date and
terminate upon the  expiration of the  applicable  Tax statute of  limitations,
plus 30 days and (ii) the  indemnities  for Assumed  Liabilities  contained  in
Section  9.04(a)  hereof shall survive the Closing Date and terminate  upon the
expiration of the applicable statute of limitations.

     9.05.Rehiring  of Employees.  On the Closing Date,  GT  Acquisition  shall
offer  employment to  substantially  all of the employees  then employed by the
Resort,  upon  terms  and  conditions  substantially  similar  to the terms and
conditions  upon which such  employees  are then  employed by the  Resort.  The
foregoing,   however,   shall  not  preclude  GT  Acquisition  from  thereafter
terminating any such employee in accordance  with its employment  practices and
policies.
<PAGE>

                                   ARTICLE X

                                 Miscellaneous


     10.01 Expenses.

     (a)  Whether or not this Agreement is consummated,  Ski Holdings shall pay
the costs and  expenses  (including  attorneys'  fees and other legal costs and
expenses and accounting fees and other accounting costs and expenses)  incurred
by Targhee  Corp and Ski Holdings in  connection  with this  Agreement  and the
transactions contemplated hereby.

     (b) Whether or not this Agreement is consummated, GT Acquisition shall pay
all of the costs and expenses (including  attorneys' fees and other legal costs
and expenses and  accountants'  fees and other  accounting  costs and expenses)
incurred  by  it  in  connection  with  this  Agreement  and  the  transactions
contemplated hereby.

     10.02 Survival. The representations,  warranties, agreements and covenants
made by the  respective  parties  hereto in this  Agreement  shall  survive the
Closing Date to the extent provided herein.

     10.03 Entire Agreement.  This Agreement  (including the attached Schedules
and Exhibits)  contains the entire  agreement  between the parties  hereto with
respect  to  the  transactions   contemplated  hereunder,  and  supersedes  all
negotiations,  representations,  warranties, commitments, offers, contracts and
writings prior to the date hereof.  No waiver and no  modification or amendment
of any provisions of this Agreement shall be effective unless specifically made
in writing and duly signed by the party to be bound thereby.

     10.04  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of which  shall be  deemed  an  original  but all of which,
together, shall constitute one and the same instrument.
<PAGE>

     10.05  Assignment.  Pending  the  Closing,  Ski  Holdings  agrees  not  to
transfer,  sell, assign or convey any of the stock of Targhee Corp owned by Ski
Holdings  and shall cause  Targhee Corp and its  Subsidiaries  not to transfer,
sell,  assign or convey any of the  Purchased  Assets,  except in the  ordinary
course of the Resort Business or as contemplated  hereunder. GT Acquisition may
assign  its  right to  receive  the  Purchased  Assets  to an  affiliate  of GT
Acquisition or any lender  providing  financing to GT Acquisition in connection
with the transactions  contemplated hereby.  Subject to the foregoing sentence,
this  Agreement  shall inure to the benefit of and be binding  upon the parties
hereto and their respective successors and assigns. This Agreement shall not be
construed so as to confer any rights or benefits upon any Person other than the
parties hereto and their respective successors and assigns.

     10.06 Headings.  The captions of the various Sections and Articles of this
Agreement  have been inserted only for  convenience  and shall not be deemed to
modify, explain, enlarge or restrict any of the provisions of this Agreement.

     10.07  Governing  Law.  The  validity,  interpretation  and effect of this
Agreement shall be governed by the laws of the State of New York, excluding the
"conflicts of laws" rules thereof.

     10.08 Notices. (a) All notices, requests, demands and other communications
under  this  Agreement  shall be in writing  and  delivered  in  person,  or by
overnight  courier,  or by telecopy (with receipt  confirmed),  or by facsimile
transmission  (with  written  confirmation)  or sent by registered or certified
mail,  return receipt  requested,  postage prepaid,  and properly  addressed as
follows:
<PAGE>

      To GT Acquisition:       GT Acquisition I, LLC
                               c/o Booth Creek Management Corp.
                               1000 South Frontage Road West, Suite 100
                               Vail, Colorado 81657
                               Attn:  George N. Gillett, Jr.
                               Fax:  (970) 479-0291
                               Tel:   (970) 476-4030

      With A Copy To:          Winston & Strawn
                               200 Park Avenue
                               New York, New York 10166-4193
                               Attn:Richard B. Teiman
                               Fax:  (212) 294-4700
                               Tel:   (212) 294-6730

      To Ski Holdings
      or Targhee Corp:         Booth Creek Ski Holdings, Inc.
                               1000 South Frontage Road West, Suite 100
                               Vail, Colorado  81657
                               Attn:  Elizabeth J. Cole
                               Fax:  (970) 479-0291
                               Tel:   (970) 476-4030

      With A Copy To:          Loeb & Loeb, LLP
                               345 Park Avenue
                               New York, New York  10154-0037
                               Attn:  Michael D. Beck, P.C.
                               Fax:  (212) 407-4000
                               Tel:   (212) 407-4990

     (b) Any party may from time to time  change its address for the purpose of
notices to that party by a similar notice specifying a new address, but no such
change shall be deemed to have been given until it is actually  received by the
party sought to be charged with its contents.

     (c) All notices and other communications  required or permitted under this
Agreement  which are  addressed as provided in this Section  10.08 if delivered
personally,   or  by  telecopy  (with  receipt  confirmed),   or  by  facsimile
transmission  (with written  confirmation)  or by overnight  courier,  shall be
effective  upon  delivery;  and if delivered by mail,  shall be effective  upon
receipt.
<PAGE>

     10.09 U.S.  Dollars.  All  amounts  expressed  in this  Agreement  and all
payments required by this Agreement are in United States dollars.

     10.10 Savings  Clause.  If any  provision of this  Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future  law,  rule or
regulation, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal,  invalid or unenforceable  provision
had never comprised a part hereof.  The remaining  provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance therefrom.  Furthermore,
in lieu of such illegal,  invalid or  unenforceable  provision,  there shall be
added automatically as a part of this Agreement, a legal, valid and enforceable
provision  as  similar  in  terms to such  illegal,  invalid  or  unenforceable
provision as may be possible.

     10.11  Interpretation.  Unless  the  context of this  Agreement  otherwise
requires, (a) words of any gender shall be deemed to include each other gender,
(b) words using the singular or plural  number shall also include the plural or
singular  number,  respectively,  and (c)  references  to  "hereof",  "herein",
"hereby" and similar terms shall refer to this entire Agreement.
<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this Asset
Purchase Agreement on the day and year first above written.

                                        BOOTH CREEK SKI HOLDINGS, INC.

                                        By: /s/ Elizabeth J. Cole
                                           ------------------------------------

                                        Title: Exec. Vice President / CFO
                                              ---------------------------------


                                        GT ACQUISITION I, LLC

                                        By: /s/ Jeffery J. Joyce
                                           ------------------------------------

                                        Title: Executive Vice President
                                              ---------------------------------

<PAGE>

                                Schedule 1.02-1

Treatment of Cash Flow Activity Prior to and Through the Effective Date

Ski Holdings and Targhee  Corp.  shall treat and process  cash  receipts,  cash
disbursements  and  other  cash  activity  through  the  Effective  Date in the
following manner:

1.   As  a  condition   precedent  to  the  Closing,   Targhee  Corp.  and  its
     Subsidiaries must have paid their accounts payable (other than those which
     are,  individually,  less than  $1,000 and,  in the  aggregate,  less than
     $10,000) in accordance with the original terms of each such account and in
     the ordinary course of business,  and no such accounts  payable of Targhee
     Corp. and its Subsidiaries may be past due.

2.   Any daily cash deposits made to Targhee  Corp.'s Cash  Depository  Account
     (KeyBank  Account No.  70745521) for business on or prior to the Effective
     Date shall be for the benefit of Ski  Holdings,  and Ski Holdings  may, at
     its sole  discretion,  transfer  such  deposits to its  consolidated  cash
     management accounts with BankBoston.

3.   Ski  Holdings  will  make  available  sufficient  funds to  honor  payroll
     disbursements  made to Targhee Corp.  employees  for  regularly  scheduled
     payrolls  paid from the Local  Payroll Bank Account  (KeyBank  Account No.
     70753871)  which require  funding on or prior to the Effective  Date.  Any
     funds in Account No.  70753871  in excess of the amount  required to honor
     payroll checks issued on or prior to the Effective Date may be transferred
     by Ski  Holdings,  at  its  sole  discretion,  to  its  consolidated  cash
     management accounts at BankBoston.

4.   Ski Holdings will honor and fund any accounts payable  disbursement checks
     issued by Targhee Corp. from the Disbursement  Account (BankBoston Account
     No. 80058180) on or prior to the Effective Date.

5.   Any credit  card  deposits  made to the Credit  Card  Account  (BankBoston
     Account No. 26844196) for business on or prior to the Effective Date shall
     be for the benefit of Ski Holdings, and will be automatically swept to Ski
     Holdings' consolidated cash management accounts with BankBoston.

6.   Any daily cash deposits  made to the Targhee  Express  Depository  Account
     (Bank of Jackson Hole Account No.  222646) for business on or prior to the
     Effective Date shall be for the benefit of Ski Holdings,  and Ski Holdings
     may, at its sole discretion, transfer such deposits to its cash management
     accounts with BankBoston.

7.   Ski Holdings  will honor payroll ACH  disbursements  made to Targhee Corp.
     employees for regularly  scheduled  payrolls  which require  funding on or
     prior to the Effective  Date. Such  disbursements  will  automatically  be
     posted and clear against the Payroll ACH Account  (BankBoston  Account No.
     80064441)  which  is part of Ski  Holdings  consolidated  cash  management
     system with BankBoston.
<PAGE>

8.   Ski Holdings  will fund payroll tax deposits  through  System Tax Services
     ("STS") for regularly  scheduled  payrolls which require  funding prior to
     the Effective Date.

9.   Ski   Holdings   will  fund  CBA  Health  and  Welfare   Claims  and  Flex
     Contributions which require funding prior to the Effective Date.


Treatment of Cash Activity  During the Interim  Period after the Effective Date
and to the close of business on the day before the Closing Date

1.   Daily  cash  deposits  made to Targhee  Corp.'s  Cash  Depository  Account
     (KeyBank  Account No.  70745521)  for business  during the Interim  Period
     shall be for the  benefit  of GT Corp.  and shall be treated as a positive
     amount in the determination of Net Cash Receipts for the Interim Period.

2.   Any checks  issued to Targhee  Corp.  employees for payrolls paid from the
     Local Payroll Bank Account  (KeyBank  Account No.  70753871) which require
     funding  during the Interim Period shall be the obligation of GT Corp. and
     shall be  treated as a negative  amount in the  determination  of Net Cash
     Receipts for the Interim Period.

3.   Any  checks  issued  by  Targhee  Corp.  from  the  Disbursement   Account
     (BankBoston  Account No.  80058180) during the Interim Period shall be the
     obligation  of GT Corp.  and shall be treated as a negative  amount in the
     determination of Net Cash Receipts for the Interim Period.

4.   Credit card deposits made to the Credit Card Account  (BankBoston  Account
     No.  26844196)  for  business  during the Interim  Period shall be for the
     benefit  of GT Corp.  and shall be  treated  as a  positive  amount in the
     determination of Net Cash Receipts for the Interim Period.

5.   Daily cash deposits made to the Targhee Express  Depository  Account (Bank
     of Jackson Hole Account No. 222646) for business during the Interim Period
     shall be for the  benefit  of GT Corp.  and shall be treated as a positive
     amount in the determination of Net Cash Receipts for the Interim Period.

6.   Payroll  ACH  disbursements  issued to Targhee  Corp.  employees  from the
     Payroll ACH Account  (BankBoston  Accounting  No.  80064441) for regularly
     scheduled  payrolls which require  funding during the Interim Period shall
     be the obligation of GT Corp. and shall be treated as a negative amount in
     the determination of Net Cash Receipts for the Interim Period.

7.   Payroll tax deposits  made through STS for  regularly  scheduled  payrolls
     which require funding during the Interim Period shall be the obligation of
     GT Corp. and shall be treated as a negative amount in the determination of
     Net Cash Receipts for the Interim Period.
<PAGE>

8.   CBA Health and Welfare Claims and Flex Contributions which require funding
     during the Interim Period shall be the obligation of GT Corp. and shall be
     treated as a negative amount in the determination of Net Cash Receipts for
     the Interim Period.

9.   As provided in the definition of "Net Cash Receipts", those charges listed
     on Schedule  1.02-2  attached  hereto (to the extent not actually  paid by
     Targhee  Corp.  during the Interim  Period) shall be treated as a negative
     amount in the determination of Net Cash Receipts for the Interim Period.

10.  As provided in the definition of "Net Cash Receipts",  any costs, expenses
     and other  charges of Ski Holdings  which are  allocable to Targhee  Corp.
     and/or its  Subsidiaries  directly  related to the land  exchange  process
     between Targhee Corp. and the U.S. Forest Service that, in accordance with
     the original terms thereof, are not delinquent as of the Effective Date or
     are incurred  thereafter (to the extent not actually paid by Targhee Corp.
     during the Interim  Period) shall be the  obligation of GT Corp. and shall
     be treated as a negative amount in the  determination of Net Cash Receipts
     for the Interim Period.

11.  As provided in the  definition of "Net Cash  Receipts",  any charges which
     would have been  allocable to Targhee Corp.  had the  Transition  Services
     Agreement been in effect during the Interim Period shall be the obligation
     of GT Corp. and shall be treated as a negative amount in the determination
     of Net Cash Receipts for the Interim Period.


Treatment of Cash Accounts on and After the Closing Date

1.   As the  activity  in the Cash  Depository  Account  (KeyBank  Account  No.
     70745521),  Local Payroll Bank Account (KeyBank Account No. 709753871) and
     Targhee  Express  Depository  Account  (Bank of Jackson  Hole  Account No.
     222646) is not directly tied to Ski Holdings' consolidated cash management
     system,  GT  Acquisition  may continue to utilize these  accounts for cash
     activity originating on or after the Closing Date.

2.   For accounts payable disbursements,  GT Acquisition  representatives shall
     commence the necessary  actions  following the Effective Date to establish
     their own disbursement  checking account for use for activity  originating
     on or after the  Closing  Date.  GT  Acquisition  may not  originate  cash
     disbursements  from  the  Disbursement  Account  (BankBoston  Account  No.
     80058180) on or after the Closing Date.

3.   Credit card deposit  activity  will require some  coordination  amongst GT
     Acquisition,  MCMS and GT Acquisition's intended depository institution to
     properly  transition.  GT Acquisition  representatives  shall commence the
     necessary  actions  following  the  Effective  Date  to have  credit  card
     deposits  following the Closing Date  processed  through a new account for
     the benefit of GT Acquisition.  In the event that any credit card deposits
     for business on or after the Closing Date  continue to be deposited to the
     Credit Card Depository  Account  (BankBoston  Account No.  26844196),  Ski
     Holdings shall remit such amounts to GT Acquisition in a timely manner.
<PAGE>

4.   Payroll ACH  disbursements  will not be permitted to be processed  through
     the Payroll ACH Account  (BankBoston  Account No.  80064441)  for payrolls
     which require  funding on or after the Closing Date. GT Acquisition  shall
     either convert  existing  payroll ACH  dibursements  to live checks (which
     clear  against the KeyBank  Local  Payroll Bank Account) or change all ACH
     payments to clear against the KeyBank Local Payroll Bank Account.

5.   Payroll tax  deposits  for  regularly  scheduled  payrolls  which  require
     funding on or after the Closing  Date shall be modified to be funded by GT
     Acquisition.

6.   CBA Health and Welfare Claims and Flex Contributions which require funding
     on or after the Closing Date shall be funded by GT Acquisition.
<PAGE>

                                                                Schedule 1.02-2

Booth Creek Ski Holdings, Inc.
Outstanding Accounts Payable on Grand Targhee's Behalf
As of February 21, 2000

<TABLE>
<S>             <C>      <C>      <C>              <C>         <C>           <C>                     <C>
                                                    Original    Invoice                            Responsible
                Invoice  Invoice  Invoice           Invoice     Amount                              Party for
 Vendor Name     Date    Number   Due Date           Amount   Outstanding       Description          Payment
-------------  --------  -------  --------         ---------  -----------  ----------------------  -----------
                                        1998/1999 Rental Buy
                                        --------------------

Skis Dynastar  10/05/98  635096   03/1/00          $3,922.38   $1,961.19   98/99 rental equipment      Buyer
Skis Dynastar  10/28/98  638971   03/1/00           4,424.12    2,212.06   98/99 rental equipment      Buyer
Skis Dynastar  10/28/98  638972   03/1/00           3,870.05    1,935.03   98/99 rental equipment      Buyer
Skis Dynastar  11/19/98  644514   03/1/00           9,601.87    4,800.94   98/99 rental equipment      Buyer
Skis Dynastar  11/23/98  645059   03/1/00           1,060.71      530.36   98/99 rental equipment      Buyer
Skis Dynastar  11/24/98  645328   03/1/00           2,640.00    1,320.00   98/99 rental equipment      Buyer
Skis Dynastar  12/02/98  646506   03/1/00             125.30       62.65   98/99 rental equipment      Buyer
Skis Dynastar  12/23/98  651371   03/1/00               9.98        4.99   98/99 rental equipment      Buyer
                                                              ----------
Total Skis Dynastar Outstanding                               $12,827.21
                                                              ----------

K2 Corporation 08/07/98  157022    3/1/00          $6,195.00   $3,097.50   98/99 rental equipment      Buyer

                                        1999/2000 Rental Buy (1)
                                        ------------------------

Skis Dynastar  10/28/99  672594/  03/01/2000-01    $3,452.38   $3,452.38   99/00 rental equipment      Buyer
                         672595   03/01/2000-01
Skis Dynastar  10/28/99  672596/  03/01/2000-01     1,801.80    1,801.80   99/00 rental equipment      Buyer
                         672597   03/01/2000-01
Skis Dynastar  12/7/99   679637   03/01/2000-01     1,724.85    1,724.85   99/00 rental equipment      Buyer
Skis Dynastar  12/10/99  680437   03/01/2000-01     1,076.43    1,076.43   99/00 rental equipment      Buyer
Skis Dynastar  12/10/99  678854   03/01/2000-01     3,166.52    3,166.52   99/00 rental equipment      Buyer
Skis Dynastar  12/10/99  679385   03/01/2000-01       635.36      635.36   99/00 rental equipment      Buyer
Skis Dynastar  12/10/99  685639   03/01/2000-01       977.20      977.20   99/00 rental equipment      Buyer
Skis Dynastar  12/10/99  687976   03/01/2000-01       309.20      309.20   99/00 rental equipment      Buyer
                                                              ----------
Total Skis Dynastar Outstanding                               $13,143.74
                                                              ----------

Salomon        10/20/99  9567686  3/1/00            3,800.72   $3,800.72   99/00 rental equipment      Buyer

Smith          10/15/99  101599   3/1/00            3,400.00   $3,400.00   99/00 rental equipment      Buyer
                                                              ----------
Total Owed For Rental Buys As of February 21, 2000            $36,269.17
                                                              ----------

                                   Other Misc. Outstanding Accounts Payable
                                   ----------------------------------------

Marker           12/2/99 10006820  03/1/00          1,445.94   $  722.97     99/00 uniform items       Buyer
Marker           12/2/99 10006821  03/1/00          4,362.50    2,181.25     99/00 uniform items       Buyer
Marker           11/8/99 10004941  03/1/00          3,274.46    1,637.23     99/00 uniform items       Buyer
Marker          10/26/99 10003846  03/1/00          1,876.50      938.25     99/00 uniform items       Buyer
Marker          10/29/99 10004193  03/1/00          6,271.38    3,135.69     99/00 uniform items       Buyer
                                                              ----------
Total Marker Outstanding                                      $ 8,615.39
                                                              ----------
                                                              ----------
       Total Owed to Misc Vendors As of February 21, 2000     $ 8,615.39
                                                              ----------


      Total Outstanding Accounts Payable                      ----------
              on Behalf of Grand Targhee                      $44,884.56
      ----------------------------------                      ----------

Amount to Be Paid by Seller                                   $     -

Amount to Be Paid by Buyer                                    $44,884.56

(1) Note: The rental equipment amounts to Dynastar will be paid 50% on 3/1/2000
and the remaining 50% on 3/1/2001
</TABLE>
<PAGE>
                                Schedule 1.02-3

                     Legal Description of Real Properties

Graphic of Grand Targhee  Special Use Permit Map of  Approximately  2,400 acres
omitted.
<PAGE>

                                 Schedule 4.03

                                    CONSENTS

1. Bank  Boston N.A.  pursuant to that  certain  Amended  and  Restated  Credit
Agreement  dated as of October 30, 1998,  as amended by the First  Amendment to
Amended and Restated  Credit  Agreement  entered into as of May 18, 1999 by and
among Ski Holdings,  Booth Creek Ski Acquisition Corp., a Delaware corporation,
Trimont  Land  Company,  a  California  corporation,  Sierra-at-Tahoe,  Inc., a
Delaware corporation,  Bear Mountain, Inc., a Delaware corporation,  Waterville
Valley Ski Resort,  Inc., a Delaware  corporation,  Mount  Cranmore Ski Resort,
Inc.,  a Delaware  corporation,  Ski Lifts,  Inc.,  a  Washington  corporation,
Targhee Corp., LMRC Holdings Corporation, a Delaware corporation, Loon Mountain
Recreation  Corporation,  a New Hampshire corporation and BankBoston,  as agent
for itself and the other Lenders named therein.

2. United States  Department of  Agriculture-Forest  Service in connection with
the U.S.  Forest Service Term Special Use Permit issued by that agency on March
18, 1997.

3. United States  Department of  Agriculture-Forest  Service in connection with
the Agreement to Initiate the Forest  Service,  U.S.  Department of Agriculture
and Booth Creek, Inc., executed as of September 3 and 4, 1997.

4. Exclusive GPS Tracking  Agreement,  dated November ___, 1999, between Maptek
LLC and Booth Creek Ski  Holdings,  Inc.  regarding  guest  global  positioning
system mapping at the Grand Targhee resort.

5. Service Agreement, dated _____________, 1999 between Grand Targhee, Inc. and
Alltrans, Inc. regarding bus shuttle service.

6. Service  Agreement,  dated November 9, 1999 between Grand Targhee,  Inc. and
Southwest Unlimited LLC, dba Downhill Express regarding bus and van service.

7. Equipment Lease  Agreement  Number  83422-100 and Equipment  Schedule No. 1,
dated December 29, 1997,  between  Bombardier  Capital,  Inc. and Grand Targhee
Incorporated regarding lease of two 1996 Bombardier Plus MP Snowgroomers.

8. Price,  Parts and  Warranty  Agreement,  dated  November  __,  1999  between
Bombardier  Motor  Corporation of America Utility  Division and Booth Creek Ski
Holdings, Inc., as it relates to Grand Targhee.

9. Master Agreement, dated December 23, 1998, and Lease Schedule No. 1 thereto,
dated December 24, 1998, each between BancBoston Leasing Inc. and Grand Targhee
regarding lease of Bombardier Corporation equipment.

10. United States  Department of the Interior,  National Park Service,  Special
Use Permit  issued to Grand Targhee  Resort issued by that agency  November 24,
1999.
<PAGE>

11. Federal  Communications  Commission VHF  translator  Station  Licenses each
issued to Grand Targhee on July 29, 1999 by that agency:  (i)  K02KD-Channel  2
(License BRTTV-980807 AE); (ii) KO5GU-Channel 5 (License  BRTTV-980807AF);  and
(iii) K07QC-Channel 7 (License BRTTV-980807 AG).

12. Federal  Communications  Commission Radio Station  Licenses  issued:  (i)to
Grand  Targhee  Inc. on March 29, 1996 (Call Sign:  KRV764);  and (ii)to  Booth
Creek Ski  Holdings  Inc dba Grand  Targhee Ski & Summer  resort on May 8, 1998
(Call Sign: WPMA885).

13. Department of Environmental  Quality,  Water Quality Division,  water waste
treatment plant permit (Teton County Location,  Permit No. WY0024708) issued by
that agency to Booth Creek Holdings, Inc.

14. State of Wyoming, Teton County: (i) Resort Liquor License (No. 2148) issued
on January  7, 2000 to Grand  Targhee  Incorporated  in  connection  with Grand
Targhee  Resort (Grand  Targhee Bar):  (ii) Retail  Liquor  License (No.  2135)
issued on January 7, 2000 to Targhee Ski Corp. in connection with Grand Targhee
Resort;  (iii) County Retail Malt Beverage  Permit (No. 2151) issued on January
7, 2000 to BV Corporation in connection with the General Store; and (iv) County
Retail Malt  Beverage  Permit  issued on January 7, 2000 to Targhee  Company in
connection with the Igloo Bar.

15. Option and Purchase  Agreement,  dated  September 3, 1997,  between Krispen
Family Holdings,  L.C. and Booth Creek Ski Holdings, Inc. (as assignee of Booth
Creek,  Inc.) , as amended by the First  Amendment  to the Option and  Purchase
Agreement,  dated November 23, 1999, regarding Squirrel Meadows land, if at the
Closing, GT Acquisition is not an "affiliate" of Ski Holdings as defined in the
foregoing agreement.

16. State of Wyoming,  Department of Family  Services:  day care center license
issued to Grand Targhee Resort on December 11, 1998.

17.  State of  Wyoming,  Office of the State  Engineer,  permit to  appropriate
ground water,  issued to Big Valley  Corporation and assigned to Grand Targhee,
Inc.

18. Option and Purchase Agreement,  dated  ______________,  1999, between Booth
Creek Ski Holdings, Inc. and Ricks College regarding Squirrel Meadows land.

19. Equipment lease between Newcourt/Lucent/AT&T and Grand Targhee Incorporated
in connection  with Phone #1-10000 for the lease period  commencing  January 1,
2000.

20. Equipment lease between Newcourt/Lucent/AT&T and Grand Targhee Incorporated
in connection  with Phone#2 -M3002 for the lease period  commencing  January 1,
2000.

21.  Equipment  lease  between GE Capital  and Grand  Targhee  Incorporated  in
connection with a copier for the lease period commencing January 1, 1999.

22.  Equipment  lease  between  Toshiba  and  Grand  Targhee   Incorporated  in
connection  with a copier and fax  equipment  for the lease  period  commencing
January 1, 1999.
<PAGE>

23.  Equipment  lease  between  Toshiba  and  Grand  Targhee   Incorporated  in
connection with a copier for the lease period commencing March 1, 1999.

24.  Equipment  lease between  Pitney Bowes and Grand Targhee  Incorporated  in
connection  with certain  postage  equipment  for the lease  period  commencing
January 1, 1999.

25.  Equipment  lease between  Pitney Bowes and Grand Targhee  Incorporated  in
connection  with certain  postage  equipment  for the lease  period  commencing
January 1, 2000.

26.  Equipment  lease between Dell Financial and Grand Targhee  Incorporated in
connection  with computer  equipment for the lease period  commencing  March 1,
2000.
<PAGE>

                                Schedule 4.09(f)

                                     AUDITS

1. On February  7,2000,  Targhee Corp received notice from the Internal Revenue
Service  concerning an  appointment  scheduled for March 14, 2000 for a federal
income tax audit of Targhee Corp and its Subsidiaries for the period commencing
June 1, 1996 and ending March 18, 1997.

2. Targhee  Corp.  may have  received  double credit for a prior payment to the
USFS. No such liability has been asserted by the USFS.
<PAGE>

                                 Schedule 6.09

                                MATERIAL ASSETS

1.   Equipment subject to that certain UCC-1 financing  statement dated January
     28,  1999  (Filing No.  99028131A06)  executed  by Targhee  Corp.  for the
     benefit of BancBoston Leasing Inc.

2.   Equipment subject to that certain UCC-1 financing statement, filed January
     9, 1998 (Filing No. U-87798) in Teton County,  Wyoming executed by Targhee
     Corp. for benefit of Bombardier Capital, Inc.

3.   Equipment subject to that certain UCC-1 financing  statement,  executed in
     December 14, 1999 by Targhee Corp. for benefit of Bombardier Capital, Inc.

4.   Equipment subject to that certain UCC-1 financing statement, filed July 7,
     1995 by Targhee Corp. for benefit of AT&T Commercial Finance Corp.

5.   Equipment subject to that certain UCC-1 financing statement, filed January
     24, 1996 by Targhee Corp. for benefit of Citicorp Leasing, Inc.

6.   Equipment  subject  to  that  certain  UCC-1  financing  statement,  filed
     February 3, 1997 by Targhee Corp. for benefit of Garaventa CTEC, Inc.

7.   Items 19 through 26 listed on  Schedule  4.03 are  incorporated  herein by
     reference.
<PAGE>

                                 Schedule 7.08

                             RELEASE OF GUARANTEES

1. Guaranty of Master Lease  Agreement  dated December 29, 1997 between Targhee
Corp. and Bombardier  Capital,  Inc. and leasing  transaction  made pursuant to
Equipment  Schedule No. 1 dated December 29, 1997 and Equipment  Schedule No. 2
dated December, 1999.

2.  Obligations  related  to the  Parts,  Price and  Warranty  Agreement  dated
November 23, 1999 between Booth Creek Ski Holdings,  Inc. and Bombardier  Motor
Corporation of America.

3. Guaranty of Master  Agreement dated December 23, 1998 by and between Targhee
Corp and BancBoston  Leasing,  Inc. and that certain leasing  transaction dated
December 23, 1998 pursuant to Lease Schedule No. 1.
<PAGE>

                                 Schedule 9.01

                           PURCHASE PRICE ALLOCATION

     GT Corp shall allocate the Purchase Price among the assets and liabilities
of Targhee Corp. in the following manner:

1.   Any cash on hand or cash made available  pursuant to Section 6.07 shall be
     valued based on their recorded amounts.

2.   Receivables  shall be valued at present  values of amounts to be  received
     determined  at   appropriate   interest   rates,   less   allowances   for
     uncollectibility and collection costs, if necessary.

3.   Finished  goods  inventories  at estimated  selling prices less the sum of
     costs of  disposal  and a  reasonable  profit  allowance  for the  selling
     effort.  However,  in the event that recorded  balances of finished  goods
     inventories  as of the  Closing  Date,  net  of  applicable  reserves  for
     obsolete, damaged or slow-moving goods, approximate the amounts that would
     be determined pursuant to the preceding  sentence,  then existing recorded
     balances may be used.

4.   Supplies and similar  inventories at current replacement cost. However, in
     the event that recorded balances of supplies and similar inventories as of
     the Closing Date approximate the amounts that would be determined pursuant
     to the preceding sentence, then existing recorded balances may be used.

5.   Prepaid  expenses and other current  assets shall be valued based on their
     recorded  values as of the Closing Date,  unless the nature of such assets
     would otherwise indicate a more appropriate value.

6.   Property  and  equipment  to be  used  shall  be  valued  at  the  current
     replacement  costs on a going  concern  basis for  current use for similar
     capacity unless the expected future use of the asset(s)  indicates a lower
     value to the acquirer.

7.   Property and  equipment to be sold shall be valued at fair value less cost
     to sell.

8.   Costs  incurred in  connection  with the proposed  land swap with the U.S.
     Forest Service shall be valued at their recorded  values as of the Closing
     Date, which shall be deemed to approximate their estimated fair values.

9.   Option  contract  payments made in connection  with the proposed land swap
     with the U.S.  Forest Service shall be valued at their recorded  values as
     of the Closing Date, which shall be deemed to approximate  their estimated
     fair values.

10.  Intangible  assets,  if any, that can be identified  and named,  including
     contracts, patents, franchises, customer and supplier lists, and favorable
     leases, at their estimated fair values.
<PAGE>

11.  Accounts and notes  payable,  long-term  debt and other claims  payable at
     present  values of amounts to be paid  determined at  appropriate  current
     interest rates.

12.  Liabilities  and  accruals  at  present  values  of  amounts  to  be  paid
     determined at appropriate current interest rates.

13.  Other   liabilities  and  commitments,   including   unfavorable   leases,
     contracts,  and  commitments,  at  present  values of  amounts  to be paid
     determined at appropriate current interest rates.

14.  Any  excess  purchase  price  over the  estimated  fair  values  of assets
     acquired and liabilities assumed shall be recorded to goodwill.
<PAGE>

                                   Exhibit A

                OPTION AND PURCHASE AGREEMENTS; OTHER AGREEMENTS

1. Agreement to Initiate,  dated September 4, 1997, between U.S.  Department of
Agriculture  Forest  Service and Booth Creek,  Inc., as amended by the Squirrel
Meadows-Grand  Targhee Resort Land Exchange Amendment to Agreement to Initiate,
dated August 25, 1999.

2. Option and Purchase  Agreement,  dated  September 3, 1997,  between  Krispen
Family Holdings,  L.C. and Booth Creek Ski Holdings, Inc. (as assignee of Booth
Creek,  Inc.),  as amended by the First  Amendment  to the Option and  Purchase
Agreement, dated November 23, 1999, regarding Squirrel Meadows land.

3.  Option  and  Purchase  Agreement,  dated  May  ___,  1999,  among  Wildwood
Properties,  Kent M. Wright and Betty A. Wright,  Trustees, and Booth Creek Ski
Holdings, Inc. regarding certain real property regarding Squirrel Meadows land.

4.  Option and  Purchase  Agreement,  dated  _______,  1999,  between  Wildwood
Properties  and Booth  Creek Ski  Holdings,  Inc.  regarding  Squirrel  Meadows
mineral rights.

5. Letter to Victor S. Merrill,  general partner of Wildwood  Properties,  from
Booth Creek Ski Holdings, Inc., dated May 12, 1999, regarding ski passes.

6. Letter to Victor S. Merrill,  general partner of Wildwood  Properties,  from
Booth Creek Ski  Holdings,  Inc.,  dated May 12, 1999,  regarding  simultaneous
exercise of the land and mineral options.

7. Option and Purchase Agreement,  dated ______,  1999, between Booth Creek Ski
Holdings, Inc. and Ricks College regarding Squirrel Meadows land.

8. Development Contingent Payment Agreement,  dated March 18, 1997, among Booth
Creek Ski Holdings,  Inc., Grand Targhee Incorporated,  Moritz O. Bergmeyer and
Carol Mann Bergmeyer regarding a per-developed unit fee.

9. Exclusive GPS Tracking  Agreement,  dated October 22, 1999,  between Map Tek
LLC and Booth Creek Ski  Holdings,  Inc.  regarding  guest  global  positioning
system mapping.

10.  Service  Agreement,  dated ______,  1999 between Grand  Targhee,  Inc. and
Alltrans, Inc. regarding bus shuttle service.

11. Service Agreement,  dated November 9, 1999 between Grand Targhee,  Inc. and
Southwest Unlimited LLC, dba Downhill Express regarding bus and van service.

12. Equipment Lease Agreement  Number  83422-100 and Equipment  Schedule No. 1,
<PAGE>

dated December 29, 1997,  between  Bombardier  Capital,  Inc. and Grand Targhee
Incorporated regarding lease of two 1996 Bombardier Plus MP Snowgroomers.

13.  Price,  Parts and Warranty  Agreement,  dated  November  ___, 1999 between
Bombardier  Motor  Corporation of America Utility  Division and Booth Creek Ski
Holdings, Inc., as it relates to Grand Targhee.

14.  Master  Agreement,  dated  December  23,  1998,  and Lease  Schedule No. 1
thereto,  dated  December 24, 1998,  each between  Bancboston  Leasing Inc. and
Grand Targhee regarding lease of Bombardier Corporation equipment.
<PAGE>

                                   Exhibit B

                         TRANSITION SERVICES AGREEMENT

          This Transition Services Agreement (this "Agreement") is entered into
as of  ______________,  2000 by and between GT  Acquisition  I, LLC, a Delaware
limited liability company (the "Company"),  and Booth Creek Ski Holdings, Inc.,
a Delaware corporation ("Ski Holdings").

          A. The Company and Ski Holdings,  among  others,  are parties to that
certain Asset Purchase Agreement (the "Asset Purchase Agreement"),  dated as of
____________, 2000.

          B.  Pursuant  to  the  Asset  Purchase  Agreement,  the  Company  is,
concurrently  herewith,   purchasing  from  Ski  Holdings  all  of  the  assets
constituting the Grand Targhee Ski and Summer Resort.

          C. The Company and Ski Holdings now wish to arrange for the provision
of certain services by Ski Holdings to the Company, on the terms and conditions
set forth herein.

          NOW THEREFORE,  in consideration of the mutual promises and covenants
set forth herein, the parties agree as follows:

     1. Certain Definitions.

          "Closing"   shall   mean  the   consummation   of  the   transactions
contemplated  by the Asset  Purchase  Agreement,  including  the  execution and
delivery of this Agreement by each of the parties hereto.

          "Closing Date" shall mean the date upon which the Closing occurs.

          "Person" shall mean any entity,  corporation,  company,  association,
joint  venture,  joint  stock  company,   partnership,   trust,   organization,
individual  (including  personal  representatives,  executors  and  heirs  of a
deceased individual),  nation, state, government (including agencies, branches,
departments,  bureaus,  boards,  divisions  and  instrumentalities,   thereof),
trustee, receiver or liquidator.

          All Exhibits and Schedules to this Agreement, as existing on the date
of this Agreement or as thereafter supplemented,  modified or amended from time
to time, are incorporated into this Agreement by this reference as though fully
set forth herein.  All accounting terms not otherwise  defined herein or in any
other related  agreement  shall have the meanings  accorded to them under GAAP.
References herein to "Articles,"  "Sections,"  "Schedules" and "Exhibits" shall
be to  Articles,  Sections,  Schedules  and  Exhibits,  respectively,  of  this
Agreement unless otherwise  specifically  provided. Any of the terms defined in
Section 1 may, unless the context otherwise  requires,  be used in the singular
or the plural and in any gender depending on the reference.
<PAGE>

     2. Services;  Term.  Commencing on the Closing Date and continuing for the
term  specified  in Exhibit A with respect to each such  service,  Ski Holdings
shall provide the services (collectively, the "Transition Services") enumerated
in Exhibit "A" to the Company with respect to the Grand  Targhee Ski and Summer
Resort in Alta,  Wyoming (the "Grand Targhee resort"),  subject in all cases to
the terms and  conditions  specified in Exhibit A.  Additional  services may be
added to Exhibit "A" at any time by mutual  agreement  of the  parties  hereto.
Except for the Transition Services  specifically  delineated in this Agreement,
Ski Holdings will have no  responsibility  for providing any other  services to
the Company from and after the Closing Date.

     3.  Termination.  The Company may terminate this Agreement or Ski Holdings
provision of any  particular  Transition  Service  upon 30 days' prior  written
notice to Ski Holdings.

     4.  Compensation.  As compensation  for the Transition  Services  rendered
hereunder,  the  Company  shall pay the fees and  reimbursements  specified  in
Exhibit A (the "Transition Service Fees"). The Transition Service Fees shall be
billed in the following manner:

          (a) For Transition Services which can be billed directly by the third
party vendors  supplying such services,  Ski Holdings and the Company shall use
their best efforts to cause such vendors to bill the Company directly.

          (b) For  Transition  Services  for  which  the  fees  are  fixed  and
determinable  each monthly  fiscal period of Ski Holdings,  Ski Holdings  shall
present  invoices to the Company on or before the tenth (10th)  business day of
each  month,  which  invoices  shall  be due  and  payable  within  15  days of
presentment.

          (c) For  Transition  Services  which are based on actual  usage,  Ski
Holdings  shall provide the Company with invoices on a monthly basis in arrears
not  later  than 15 days  following  the  close  of each  fiscal  month  of Ski
Holdings,   which  invoices  shall  be  due  and  payable  within  15  days  of
presentment.

     5.  Expenses.  In  addition to paying all  Transition  Service  Fees,  the
Company  shall also  reimburse  Ski  Holdings  for all  out-of-pocket  expenses
incurred by it in connection with the Transition  Services  including,  without
limitation,   advertising,   legal  and  other  reasonable  professional  fees;
provided,  however, that Ski Holdings shall obtain the Company's prior approval
on a  case-by-case  basis before  incurring  any outside  legal fees and before
incurring any other  out-of-pocket  expenses exceeding $1,000 in any particular
case.  Ski Holdings  shall  include all such  itemized  expenses in the monthly
invoices for Transition Services referred to in Section 4.

     6.  Arms  Length  Terms.  The  parties  acknowledge  and  agree  that  the
compensation   and  other  terms  of  this   Agreement   afford  Ski   Holdings
consideration  for the rendition of the  Transition  Services which is at least
equal to that which could be obtained from unaffiliated Persons if Ski Holdings
were to provide the  Transition  Services to such  unaffiliated  Persons in the
same geographic areas in which the Company conducts business.
<PAGE>

     7.  Documentation  and Disputes.  In the event that any of the  Transition
Service Fees or  reimbursements  are based upon hourly rates or  allocations of
combined  costs other than as specified in Exhibit A, Ski Holdings  will,  upon
request, provide to the Company documentation supporting the amount charged.

     8. Confidential Information.

          (a) Each of Ski Holdings and the Company shall: (i) hold in trust and
maintain  confidential,  (ii) not disclose to others  without the prior written
approval  of the  other,  and (iii) not use for any  purpose,  other  than such
purposes as may be authorized in writing by the other, any Information received
from the other under this Agreement;  provided,  however, that Ski Holdings may
disclose any such  information to Fleet National Bank (f/k/a  BankBoston NA) as
required by its loan arrangement with such bank.

          (b) For these  purposes,  "Information"  shall  mean any  information
relating to the Transition  Services or the other party which is  confidential,
proprietary  or otherwise not generally  available to the public (but excluding
information  which has become part of the public domain, or which the receiving
party has obtained independently from third party sources without those sources
having violated any fiduciary or other duty not to disclose such information).

          (c) The foregoing obligations of confidentiality,  non-disclosure and
non-use shall not apply,  however,  to any  Information  to the extent that the
receiving  party can show that: (i) such  Information  is or becomes  generally
available  to the  public  other  than  through  the acts or  omissions  of the
receiving party; (ii) such Information is or becomes available to the receiving
party on a non-confidential  basis from a third party having the legal right to
disclose  such  Information,  (iii)  such  Information  relates  to  historical
activities of the other party prior to the date hereof;  or (iv)  disclosure of
such  Information  is required  under  applicable law or regulations or is made
pursuant to the request of any regulatory  authority having  jurisdiction  over
the receiving party.

     9.  Standard of Care;  Limitation  of  Liability.  Ski Holdings  shall use
reasonable efforts to attempt to provide the Transition Services to the Company
with the same  general  degree of care,  skill and  prudence as is  customarily
exercised by Ski Holdings in its own business. Ski Holdings, however, shall not
be liable for any act or omission  related to or arising from its  provision of
the  Transition  Services  unless  that  act  or  omission   constitutes  gross
negligence or willful misconduct on its part.  Furthermore,  Ski Holdings shall
not be liable to the Company  hereunder for any liabilities,  losses,  damages,
expenses or other amounts (however  characterized) which may be suffered by the
Company  as a result of any breach of this  Agreement  by Ski  Holdings  to the
extent any such liabilities,  losses, damages, expenses or other amounts exceed
the aggregate Transition Service Fees payable by the Company hereunder,  and in
no  event  shall  Ski  Holdings  be  liable   hereunder  for  any  indirect  or
consequential  damages which may be suffered by the Company. Ski Holdings shall
have no duties to the Company  except those  expressly  set forth  herein,  and
shall  have  no  duty  or  responsibility  to  determine  whether  any  data or
information provided to it or any of its employees or agents hereunder by the
<PAGE>

Company is accurate,  but may, instead,  conclusively rely upon the accuracy of
any such data or information.

     10. Indemnification. The Company shall indemnify, defend and hold harmless
Ski Holdings and its shareholders,  directors,  officers,  employees and agents
from and against (i) any breach of this  Agreement  by the Company and (ii) any
and all damages,  losses,  claims,  judgments,  amounts paid in settlement  and
out-of-pocket expenses (including reasonable legal and accounting fees) arising
out  of  any  actual  or  threatened   third  party  claims,   proceedings   or
investigations  relating to or resulting  from Ski  Holdings'  rendition of the
Transition  Services  or  Ski  Holdings'  performance  of  any  of  its  duties
hereunder,  except to the extent the same  proximately  result from the willful
misconduct,  gross  negligence  or  negligence  of Ski  Holdings  or  any  such
shareholder,    director,   officer,   employee   or   agent.   The   Company's
indemnification  obligations  shall survive the  termination of this Agreement,
and Ski  Holdings  shall  have the right to  require  the  Company  to  advance
expenses  incurred by it in advance of the final disposition of any such claim,
proceeding or investigation.

     11.  Assignment or Transfer.  No party shall assign,  transfer or delegate
any of its rights or obligations under this Agreement without the prior written
approval of the other party, except that no such approval shall be required for
an  assignment  or  delegation  to an  affiliate  or to a successor to all or a
substantial  portion of the assets or the  business of either  party,  provided
that such  affiliate or successor  assumes such party's  obligations  hereunder
with respect to the rights  assigned or  transferred.  This Agreement  shall be
binding  on the  parties'  respective  permitted  or  approved  successors  and
assigns.

     12.  Notices.  All  notices,  requests,  demands and other  communications
provided for hereunder shall be in writing (including facsimile communications)
and shall be mailed (return receipt requested),  sent by facsimile or delivered
by courier or other means of personal  service to each party at the address set
forth as follows, and any such notice,  request,  demand or other communication
shall be effective upon receipt.  All payments required in this Agreement shall
be paid to and delivered to the party as provided herein for notice.

If to the            c/o Booth Creek Management Corp.
Company:             1000 South Frontage Road West, Suite 101
                     Vail, Colorado 81657
                     Attn: George N. Gillett, Jr.
                     Fax: (970) 479-0291
                     Tel:  (970) 476-4030
<PAGE>

With copy to:        Winston & Strawn
                     200 Park Avenue
                     New York, New York 10166-4193
                     Attn: Richard B. Teiman, Esq.
                     Fax: (212) 294-4700
                     Tel:  (212) 294-6730

If to Ski Holdings:  Booth Creek Ski Holdings, Inc.
                     9705 Highway 267, Suite 2
                     Truckee, CA  96161
                     Attn: Brian Pope
                     Vice President of Finance and Accounting
                     Fax:  (530) 550-5118
                     Tel:   (530) 550-5103

With copy to:        Loeb & Loeb LLP
                     345 Park Avenue
                     New York, New York 10154-0037
                     Attn: Michael D. Beck, Esq.
                     Fax:  (212) 407-4000
                     Tel:   (212) 407-4990

     13. Entire  Agreement.  This Agreement  (including the exhibits hereto and
provisions  of the Asset  Purchase  Agreement  incorporated  by  reference)  is
intended  to embody the  final,  complete  and  exclusive  agreement  among the
parties with respect to the subject matter hereof; is intended to supersede all
prior  agreements,  understandings  and  representations  written or oral, with
respect  thereto;  and may not be contradicted by evidence of any such prior or
contemporaneous agreement, understanding or representation,  whether written or
oral.

     14.  Governing  Law and Venue.  This  Agreement  is to be  governed by and
construed in  accordance  with the laws of the State of New York  applicable to
contracts made and to be performed wholly within such State, and without regard
to the conflicts of laws principles thereof.  Any suit brought hereon,  whether
in  contract,  tort,  equity or  otherwise,  shall be  brought  in the state or
federal courts sitting in the City and County of Denver, Colorado,  California,
the parties  hereto hereby  waiving any claim or defense that such forum is not
convenient  or proper.  Each party hereby agrees that any such court shall have
in personam  jurisdiction over it, consents to service of process in any manner
prescribed in Section 13 or in any other manner authorized by Colorado law, and
agrees  that a final  judgment  in any  such  action  or  proceeding  shall  be
conclusive and may be enforced in other  jurisdictions  by suit on the judgment
or in any other manner specified by law.

     15. Binding Effect. This Agreement and the rights,  covenants,  conditions
and  obligations  of the  respective  parties  hereto  and  any  instrument  or
agreement  executed pursuant hereto shall be binding upon the parties and their
respective successors, assigns and legal representatives.
<PAGE>

     16.  Attorney's Fees. If any party shall bring an action against the other
by reason of any alleged breach of any covenant, provision or condition hereof,
or otherwise arising out of this Agreement,  the unsuccessful  party(ies) shall
pay to the prevailing party(ies) all attorney's fees and cost actually incurred
by the  prevailing  party(ies),  in addition to any other relief to which it or
they may be entitled.

     17.  Counterparts.  This Agreement may be executed  simultaneously  in any
number of  counterparts,  each of which shall be deemed an original  but all of
which together shall constitute one and the same instrument. In making proof of
this  Agreement  it shall not be  necessary to produce or account for more than
one counterpart.

     18.  Section  Headings.  The section  headings of this  Agreement  are for
convenience  of  reference  only and shall not be deemed to alter or affect any
provision hereof.

     19.  Severability.  In the  event  that any  provision  or any part of any
provision  of this  Agreement  shall be void or  unenforceable  for any  reason
whatsoever,  then such provision  shall be stricken and of no force and effect.
However,   unless  such  stricken   provision   goes  to  the  essence  of  the
consideration  bargained  for by a  party,  the  remaining  provisions  of this
Agreement shall continue in full force and effect,  and to the extent required,
shall be modified to preserve their validity.

     20. No Third-Party Rights.  Except as contemplated by Section 10,  nothing
in this Agreement, whether express or implied, is intended to confer any rights
or remedies  under or by reason of this Agreement on any Persons other than the
parties to it and their respective  successors and assigns,  nor is anything in
this Agreement  intended to relieve or discharge the obligation or liability of
any third Persons to any party to this Agreement,  nor shall any provision give
any third Persons any right of  subrogation or action over against any party to
this Agreement.

     21.  Ambiguities.  The parties acknowledge that each party and its counsel
has materially  participated in the drafting of this Agreement and consequently
the rule of contract interpretation that ambiguities, if any, in the writing be
construed against the drafter, shall not apply.

      [remainder of this page intentionally left blank; signatures follow]
<PAGE>

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


                                   GT ACQUISITION I, LLC, a Delaware
                                   limited liability company


                                   By: __________________________

                                   Its: __________________________


                                   SKI HOLDINGS

                                   BOOTH CREEK SKI HOLDINGS, INC., a
                                   Delaware corporation


                                   By: __________________________

                                   Its: __________________________
<PAGE>

                                  EXHIBIT "A"

                              SCHEDULE OF SERVICES

     1.  Employee  Transition  Services.  From and after the  Closing  Date and
continuing  until the later of June 30, 2000 or the ninetieth  (90th) day after
the Closing  Date,  at the written  request of the Company,  Ski Holdings  will
cause  employees  selected by it to provide  business  advisory and  consulting
services to the Company ("Employee Transition Services").  The provision by Ski
Holdings of such Employee Transition Services to the Company will be subject to
the following:

          (a) The Company must provide reasonable advance written notice of its
request for Employee Transition Services.

          (b) The  demands  of  each  employee's  existing  and  expected  work
commitments  to Ski Holdings will have  priority  over the Employee  Transition
Services,  with the objective  that the provision of the Employees  Services to
the Company will not impede the proper  execution of any such  employee's  work
commitments to Ski Holdings.

          (c) The fees charged by Ski Holdings to the Company for such Employee
Transition Services will be based on the fully distributed cost of the Employee
Transition  Services  on a per hour or per day basis,  which will  include  the
following:  (i) the average per hour rate of compensation  paid to the employee
based on (x) such  employee's  then current  annual salary rate divided by 2080
hours,  or (y) such  employee's  then current  hourly wage rate, as applicable;
(ii) Ski  Holdings'  estimated  annual payroll overhead burden rate of 25%; and
(iii) other directly allocable costs and expenses associated with the provision
of such Employee Transition Services.

     2. Specific Employee Transition Services.  Without limiting the generality
of Section 1 of this Exhibit A and subject to the provisos in Sections 1(a) and
1(b) above:

          (a) from and after the  Closing  Date and until the later of June 30,
2000 or the  ninetieth  (90th) day after the  Closing  Date,  the  Company  may
utilize the services of the following  employees at no charge:  Tamra Underwood
(Ski  Holdings'  Vice  President  and General  Counsel);  Mark  Petrozzi  (Risk
Management);  Laura  Moriarty;  and Julie Mauer;  provided,  however,  that the
services of Mark Petrozzi shall be limited to risk management  consultation and
shall specifically  exclude  negotiations to procure new insurance on behalf of
the Company; and

          (b) from and after the Closing Date and through  April 28, 2000,  the
Company  may  utilize  the  services  of each of Tim Beck and Pat Peeples at no
charge.  After  April 28,  2000 and until  the  earlier  of (i) the date of the
initial  rendering of the record of the  decision to approve the  Environmental
Impact Statement  currently in process with respect to the Grand Targhee resort
(without regard to any applicable administrative or judicial appeal periods) or
(ii) August 31, 2000,  the Company  shall pay for any such services by Mr. Beck
at the rates sets forth in Section 1 of this  Exhibit A and the Company will be
required to make its own arrangements  with Ms. Peeples if it wishes to use her
<PAGE>

services,  and any arrangements  between Ski Holdings and Ms. Peeples shall not
preclude the use by the Company of her services. Thereafter, should the Company
request that Tim Beck render  services to it as a consultant or expert  witness
with  respect  to any  administrative  or  judicial  appeal  arising  from  the
foregoing land exchange with the U.S. Forest Service, Ski Holdings will provide
Mr. Beck's services on a limited basis provided that (i) only Mr. Beck, and not
personnel otherwise  available to the Company,  has the knowledge and expertise
to render the requested  services,  (ii) Mr. Beck's availability to perform his
regular  duties  on  behalf  of  Ski  Holdings  will  not  be  impaired  by his
performance of the requested  services to the Company and (iii) the Company and
Ski Holdings reach mutually  acceptable  agreements as to the terms pursuant to
which Mr. Beck's services will be provided to the Company.

Notwithstanding  anything else provided in this Section 2,  however, the amount
of time  devoted  by any  employee  listed  in items  (a) and (b)  above to any
matters  related to the Company shall not  generally  exceed the amount of time
currently devoted by such employee to matters for the Company.

     3.  Commercial  Insurance.  From and after the Closing Date and continuing
until the earlier of (i) the later of June 30, 2000 or the ninetieth (90th) day
after the Closing Date, or (ii) the date on which the Company  procures its own
like insurance, Ski Holdings will cause its insurers to continue to provide the
Company with the following forms of insurance coverage ("Transition Insurance")
under Ski Holdings'  existing  commercial  insurance  policies,  subject in all
cases to the Company's  compliance  with the existing  terms and  conditions of
such insurance policies:

          (a) Commercial property.

          (b) Boiler and machinery.

          (c) Electronic data processing.

          (d)  Commercial  general  liability,  umbrella  coverage,  and First,
Second, Third and Fourth Excess Layer.

          (e) Business automobile.

          (f) Crime.

Except for the Transition  Insurance,  Ski Holdings will have no responsibility
for  arranging to provide to the Company any other form of insurance  coverage,
including  directors and officers  liability  insurance,  employment  practices
liability  insurance,  fiduciary liability  insurance,  workman compensation or
other forms of insurance.

          The Company will  promptly  reimburse  Ski Holdings for its allocable
share of all  premium  costs  of the  Transition  Insurance,  as  reflected  on
Schedule 1. The Company will pay all actual  uncovered  claims,  excess losses,
deductibles  and other costs  applicable  to the  Transition  Insurance for any
<PAGE>

incidents  applicable to its business and  operations,  as well as any taxes or
administrative expenses associated with the Transition Insurance.

     4. Health Welfare and Other Benefits.

          (a) Subject to all applicable  rules and regulations  related to such
health,  welfare and  benefit  plans,  Ski  Holdings  will  continue to provide
eligible  employees of the Company with the  opportunity  to participate in the
following  Ski Holdings  health and welfare  programs  (the "Health and Welfare
Programs") for the period  commencing on the Closing Date and continuing  until
the earlier of (i) the later of June 30, 2000 or the ninetieth (90th) day after
the  Closing  Date  or  (ii)  such  time  as the  Company  has  made  alternate
arrangements for Health and Welfare Programs:

               (i) Benefits  provided under the Booth Creek Ski Holdings,  Inc.
     Indemnity Employee Benefit Plan.

               (ii) Benefits provided under the Booth Creek Ski Holdings,  Inc.
     Vision Plan.

               (iii) Benefits provided under the Booth Creek Ski Holdings, Inc.
     Dental Plan.

               (iv) Employer  provided life  insurance and  accidental  death &
     disability coverage.

               (v) Employer provided dependent life insurance coverage.

               (vi) Employee funded supplemental life insurance coverage.

               (vii) Employer provided short-term disability coverage.

               (viii) Employer provided long-term disability coverage.

               (ix) Employee funded supplemental long-term disability coverage.

The Company will  promptly  reimburse  Ski Holdings for, or pay directly to the
various providers and  administrators  of the Health and Welfare Programs,  the
Company's direct or allocable share (based upon participating employees) of all
administrative fees, employer premiums,  employee premiums,  claims, losses and
any other costs  incurred by Ski  Holdings and  associated  with the Health and
Welfare  Programs.  Schedule 2  summarizes  the  current  administrative  fees,
employer premiums and employee premiums  associated with the Health and Welfare
Programs.

          (b) From and after the Closing  Date and until the earlier of (i) the
later of June 30, 2000 or the  ninetieth  (90th) day after the Closing  Date or
(ii) such  time as the Company has made alternate  arrangements  for retirement
programs, Ski Holdings will continue to hold and administer in the Ski Holdings
<PAGE>

401(k) plan (the "Plan") the accounts and funds of employees of the Company who
were formerly employees of Ski Holdings and/or its affiliates.

     5.  Banking  Services.  Following  the  Closing  Date,  the  Company  will
establish  its own banking and cash  management  accounts and Ski Holdings will
have no responsibility  therefor.

     6. Ticketing and Loyalty System Services. The parties acknowledge that the
Company  currently  maintains and supports its own primary ticketing system and
participates in the Vertical Value loyalty program  maintained and supported by
Ski Holdings and its First Tracks ticketing system. Each of the Company and Ski
Holdings acknowledge the low volume of Vertical Value members maintained by the
Company. During the remainder of the 1999/00 ski season:

          (a) the Company may continue to use the First Tracks ticketing system
relating to the Vertical Value program at no cost to the Company; and

          (b)  Ski  Holdings  will  honor  Vertical  Value  redemptions  at Ski
Holdings'  other ski resorts from  Vertical  Value members at the Grand Targhee
resort;  and the Company  will honor  Vertical  Value  redemption  at the Grand
Targhee resort from Vertical Value members at Ski Holdings'  other ski resorts,
each party honoring such Vertical Value redemption at no cost to the other.

          Following  the  1999/00  ski  season,   Ski  Holdings  will  have  no
responsibility to provide any ticketing or loyalty system support or integrated
programs to the Company.

     7. Human  Resources  and  Employee  Development  Services.  At the written
request of the Company,  from and after the Closing Date and  continuing  until
the later of June 30, 2000 or the ninetieth  (90th) day after the Closing Date,
Ski Holdings  will  continue to provide to the Company  substantially  the same
training,  program  assistance  and other  services  it  provides  to its other
resorts through its corporate Human  Resources  personnel and consultants  (the
"Human  Resources  Services").  In  particular,  Ski Holdings  will provide the
following  Human  Resources  Services  to the Company as of the dates set forth
below:

          (a) Laura  Moriarty will be  coordinating  the "360 Degree  Feedback"
process  commencing in February,  2000. If the Company elects to participate in
such program with respect to the Grand  Targhee  resort after the Closing Date,
the Company  will  reimburse  Ski  Holdings  for its  allocable  portion of the
consolidated  set-up fee and the $80 per head  processing  fee for any selected
participants.

          (b) Employee Climate Surveys will be conducted in February, 2000  for
all of Ski Holdings' ski resorts.  If the Company elects to participate in such
program with respect to the Grand Targhee resort after the Closing Date (i) the
Company will,  at its cost,  be  responsible  for all data  collection  efforts
associated with the program,  (ii) the  Company will reimburse Ski Holdings for
Ski Holdings' out of pocket costs related to providing the program to the Grand
<PAGE>

Targhee resort and (iii) Ski Holdings will provide compilation services for the
Employee Climate Survey to the Company at no charge.

          (c) Woody Liswood provides certain  compensation  consulting services
to the Ski Holdings'  resorts.  Any such services  provided by Woody Liswood to
the Company  after the Closing  Date with respect to the Grand  Targhee  resort
will be promptly paid for (or  reimbursed,  if previously paid by Ski Holdings)
and billed  directly to the  Company at Woody  Liswood's  applicable  rates and
charges.

          (d) Dick Tappley  provides  certain  training  and  customer  quality
consulting  services to Ski Holdings'  resorts.  Any such services  provided by
Dick Tappley  after the Closing Date with respect to the Grand  Targhee  resort
will be promptly paid for (or  reimbursed,  if previously paid by Ski Holdings)
and billed  directly  to the  Company at Dick  Tappley's  applicable  rates and
charges.

     8. Marketing Services and Promotional Arrangements.

          (a) Ski  Holdings  maintains  a number  of  promotional  arrangements
designed to increase visitation at its resorts. Schedule 3 reflects promotional
product arrangements currently in place for the 1999/00 ski season which permit
usage or  visitation  at the Grand  Targhee  resort  for the  remainder  of the
1999/00 ski season.  From and after the Closing  Date and for the  remainder of
the  1999/00  ski  season,  Ski  Holdings  will  continue to honor at its other
resorts the  redemption of existing  promotional  items  initiated by the Grand
Targhee  resort,  provided that the Company  honors the redemption at the Grand
Targhee  resort of  promotional  items  initiated  by the Ski  Holdings'  other
resorts,  each at no cost to the other. Any changes in the promotional programs
that would cause  visitation  levels at either Grand  Targhee or Ski  Holdings'
other resorts to increase  significantly  over current  levels will require the
approval of the Company and Ski Holdings.

          (b) Ski Holdings also maintains a number of other marketing programs,
initiatives and research programs which involve its resorts. From and after the
Closing and  continuing  for the  remainder  of the  1999/00  ski  season,  Ski
Holdings  will  continue  to  afford  the  Company  with  the   opportunity  to
participate in these programs  provided the Company promptly pays Ski Holdings,
or  reimburses  Ski  Holdings  if  previously  paid  by Ski  Holdings,  for all
allocable  or direct costs  incurred by Ski Holdings  with respect to the Grand
Targhee resort.  Schedule 4 reflects these programs and the estimated allocable
or direct  cost to be  charged  to the  Company  for such  programs  during the
remainder of the 1999/00 ski season.

     9.  E-Business  Services.  From and after the Closing Date and  continuing
until the later of June 30, 2000 or the ninetieth  (90th) day after the Closing
Date,  the Company may continue to utilize Ski  Holdings'  E-Commerce  "virtual
store" and transaction system for processing gift certificate transactions,  at
no charge.  However,  except as specified in this Section 9, Ski Holdings  will
have no  responsibility  to provide any other E-Commerce system services to the
Company.
<PAGE>

     10.  Enterprise  Systems  Software.  From and after the  Closing  Date and
continuing until August 25, 2000, the Company may maintain access to and use of
Ski Holdings' JD Edwards  enterprise system software and AS/400 computer.  Such
access will be limited to those uses currently in place,  including  accounting
systems  capabilities  comprised of the general  ledger,  financial  reporting,
accounts payable/cash disbursements, payroll, human resources, fixed assets and
other JD Edwards modules  currently in place.  For such access the Company will
pay Ski Holdings (or reimburse Ski Holdings if previously paid by Ski Holdings)
for all allocable and direct costs arising from such usage. The estimated costs
of access to and usage of JD Edwards and the AS/400 are  reflected  on Schedule
5. Any  non-recurring  or unusual  system  support  provided  by Ski  Holdings'
personnel  associated  with the  Company's  usage of the JD Edwards  system and
AS/400  will be charged to the Company in  accordance  with  Section 1  of this
Exhibit A.

     11. Internet Access.  From and after the Closing Date and continuing until
August 25, 2000, the Company may continue to maintain  internet access services
through  Ski  Holdings.  The  estimated  costs of  access  to and  usage of Ski
Holdings'  internet  access  services  will  include the charges  reflected  on
Schedule 5. Any system  support  services  provided by Ski Holdings'  personnel
associated  with the  Company's  continued  usage of internet  services will be
charged to the Company in accordance with Section 1 of this Exhibit A.

     12.  Telecommunications  Services.  From and  after the  Closing  Date and
continuing  until  August  25,  2000,  the  Company  may  continue  to use  the
telecommunication  services  currently  provided  to it by Ski  Holdings  or by
telecommunications   vendors  under  consolidated  buying   arrangements.   The
estimated costs of access to and usage of such telecommunications services will
include the charges  reflected  on Schedule 5. Any  telecommunications  support
services  provided by Ski  Holdings'  personnel  associated  with the Company's
continued usage of telecommunication services will be charged to the Company in
accordance with Section 1 of this Exhibit A.

     13.  Daily Sales and Labor  Systems.  From and after the Closing  Date and
continuing  for the  remainder  of the  1999/00  ski  season,  the  Company may
continue to use Ski Holdings' Daily Sales and Labor Systems, at no charge.

     14.  Determination of Allowable Costs. All determinations of the Company's
allocable  share of  (i) employee  salaries,  other benefits and annual payroll
overhead burden  relating to the Employee  Transition  Services  (ii) insurance
premiums and other costs relating to the Transition Insurance; (iii) Health and
Welfare Program and retirement program  administrative fees, employer premiums,
employee premiums,  claims,  losses and other related costs; and (iv) all other
direct and indirect  costs incurred by Ski Holdings in rendering the Transition
Services will be made by Ski Holdings  exclusively  and will be conclusive  and
binding upon the Company in the absence of manifest error.

     15. Services at No Charge. To the extent that any Transition  Services are
to be  provided to the  Company at no charge  pursuant  to this  Exhibit A, the
<PAGE>

parties agree that such Transition  Services will be provided to the Company at
no charge only for so long as the costs to Ski  Holdings of  providing  them to
the  Company do not  increase to a level  materially  in excess of the costs so
incurred by Ski Holdings as of the date hereof.  If such a material increase in
costs occurs,  Ski Holdings will have the right to charge the Company for those
excess costs.
<PAGE>

Transition Services Agreement
Schedule 1
Premium Allocation - Commercial Insurance

                                 Allocation for Month Ended
                        ---------------------------------------------
                        February   March     April      May      June
 Form of Insurance        2000      2000     2000      2000      2000     Total
-------------------------------------------------------------------------------
Commercial Property     $ 1,237  $ 1,237   $ 1,237   $ 1,237   $ 1,237  $ 6,186

Boiler and Machinery        176      176       176       176       176      881

Electronic Data              31       31        31        31        31      156
  Processing

Commercial General       13,702   16,486     4,502        11     1,556   36,257
  Liability, Umbrella
  coverage and first,
  second, third and
  fourth Excess Layer
  (A)

Business Automobile         870      870       870       870       870    4,349

Crime                        91       91        91        91        91      456
                     ----------------------------------------------------------

                       $ 16,108 $ 18,892   $ 6,908   $ 2,416   $ 3,961 $ 48,285
                     ==========================================================

Note:  The Premium  Allocation  above  excludes  any  amounts due to  uncovered
losses,  excess losses,  deductibles  and any other costs  applicable  with the
insurance  coverages  for  any  incidents  applicable  to the  Company  and its
subsidiaries'  operations,  as  well as any  taxes  or  administrative  expense
associated  with such  coverage.  The Buyer shall be  responsible  for all such
costs.

(A) - General  liability  allocation is based on $73,211 premium  allocation to
Grand  Targhee  times the  percentage  of  monthly  budgeted  revenue to annual
budgeted revenue for fiscal 2000.
<PAGE>

Transition Services Agreement
Schedule 2
Health and Welfare Plan
Adminstrative Fees, Premiums and Other Charges


     Administrative Fees / Premiums   Billing Rate
     ------------------------------   ------------

     Specific Stop Loss
          Single:                       $ 16.68    per current census
          2 Person:                       45.09    per current census
          Family:                         45.09    per current census
     Medical Administration Fees
          Single:                          9.50    per current census
          2 Person:                        9.50    per current census
          Family:                          9.50    per current census
     Dental Administration Fees
          Single:                          2.75    per current census
          2 Person:                        2.75    per current census
          Family:                          2.75    per current census

     Utilization Review                    1.75    per current census
     STD                                   1.00    per current census
     COBRA                                 0.75    per current census
     Billing Fee                           0.35    per current census
     Flex Fee                              4.50    per current census


     Employee Contributions / Premiums
     ---------------------------------
     Indemnity Employee Benefit Plan     $16.00 Employee
                                         $40.00 Employee with 1 Dependent
                                         $64.00 Employee with 2 or more
                                         Dependents
     Dental Plan                         $5.00 Employee
                                         $12.00 Employee with 1 Dependent
                                         $18.00 Employee with 2 or more
                                         Dependents
     Vision Plan                         No employee contribution required
     Employee Supplemental Life          Deductible amounts per coverage table
     Insurance Coverage
     Employee Supplemental Buy-Up        $.22 per $100 of covered payroll
     Long-Term Coverage

     Employer Premiums and Charges
     -----------------------------
     Indemnity Employee Benefit Plan     Actual Incurred Claims Losses
                                         (Net of Employee Contributions)
     Dental Plan                         Actual Incurred Claims Losses
                                         (Net of Employee Contributions)
     Vision Plan                         Actual Incurred Claims Losses
     Employer Provided Life Insurance    $.18 per $1000 of coverage
     and AD&D Coverage
     Employer Provided Dependent Life    $1.75 per covered employee
     Insurance Coverage
     Employer Provided Short-Term        Note A
     Disability Coverage
     Employer Provided Core Long-Term    $.21 per $100 of covered payroll
     Disability Coverage

Note A: If short term  disability  benefits are provided under a state mandated
plan, no additional  benefits  provided.  If a state  mandated is not available
then benefits are as follows: 1) Waiting period: accident - 0 days, illness - 7
days, 2) Benefit amount:  66.67% of basic earnings,  3) Maximum weekly benefit:
$500, and 4) Maximum benefit period: 26 weeks.
<PAGE>

Transition Services Agreement
Schedule 3

                Booth Creek Resorts Promotional Product Listing
                                Winter 1999/2000

 Promotion        Offer/          Restrictions/   Redeem At       Comments
 Name             Discount        Requirements
-------------------------------------------------------------------------------
 Backstage        Free season     Any day         Ticket          All BC
 Pass             pass                            Booths          Resorts
-------------------------------------------------------------------------------
 Brandywine       Free lift       Sun-Fri,        Special         Valid at
 Voucher          ticket          non-hol.        Tickets         all BC
                                  Collect         Ticket          Resorts
                                  coupon.         Booth
-------------------------------------------------------------------------------
 Big Bear         Free lift       Sun-Fri,        Ticket          Valid at
 season pass      ticket          non-hol.        Booths          NS, SAT
 holders                          Collect                         and GT only.
                                  voucher.
-------------------------------------------------------------------------------
 Big Bear         All day         Sun-Fri,        Ticket          Valid at
 season           ticket at       non-hol.        Booths          all BC
 pass holders     pm rate         Must                            Resorts
                                  present
                                  pass
-------------------------------------------------------------------------------
 Dynastar -       Free lift       Sun-Fri,        Special         Valid at
 New              ticket          non-hol.        Tickets         all BC
 Shape of                         Collect         Ticket Booth    Resorts
 Skiing                           coupon &
                                  Check id.
-------------------------------------------------------------------------------
 Dynastar -       Bring a         Sun-Fri,        Ski/Board       Valid at
 New              Buddy Offer*    non-hol.        Rental          all BC
 Shape of                         Collect         Ticket Booth    Resorts
 Skiing                           coupon and      Special
                                  check id        Tickets
                                  for name
                                  match.
-------------------------------------------------------------------------------
 Gold Team        Free lift       Sun-Fri,        Ticket          Valid at
 Voucher - AA     ticket          non-hol         Booths          all BC
                                  Collect                         Resorts
                                  voucher.
-------------------------------------------------------------------------------
 Grand Targhee    All day         Sun-Fri,        Ticket          Valid at
 pass holders     ticket at       non-hol.        Booths          all BC
                  pm rate         Must                            Resorts
                                  present
                                  pass
-------------------------------------------------------------------------------
 Harry's Fresh    2 for 1         Any day         Any resort      Valid at
 Foods            bowl of                         food &          all BC
                  soup (not                       beverage        Resorts
                  chili)                          location
-------------------------------------------------------------------------------
 K2 sticker       Free            Collect         Special         Valid at
                  Vertical        sticker         Tickets         all BC
                  Value                           Activity        Resorts
                                                  Center
-------------------------------------------------------------------------------
 Northstar        All day         Sun-Fri,        Ticket          Valid at
 pass holders     ticket at       non-hol         Booths          all BC
                  pm rate                                         Resorts
-------------------------------------------------------------------------------
 Platinum         Free lift       Anyday          Special         Loon and WV
 Season Pass      ticket                          Tickets         pass. Valid
                                                                  at all BC
                                                                  Resorts.
-------------------------------------------------------------------------------
 Sierra pass      All day         Sun-Fri,        Ticket          Valid at
 holders          ticket at       non-hol         Booths          all BC
                  pm rate         Must                            Resorts
                                  present
                                  pass
-------------------------------------------------------------------------------
 Ski Magazine     Bring a         Sun-Fri,        Ski/Board       Valid at
 (January         Buddy           non-holiday.    Rental          all BC
 issue)           Offer *         Collect                         Resorts
                                  coupon
<PAGE>

                Booth Creek Resorts Promotional Product Listing
                                Winter 1999/2000

 Promotion        Offer/          Restrictions/   Redeem At       Comments
 Name             Discount        Requirements
-------------------------------------------------------------------------------
 Skier's Edge     25% off         Sun-Fri,        Marketing       Skier's
                  adult all       non-hol                         Edge will
                  day lift                                        contact
                  ticket                                          Mktg Dir
                                                                  To purchase
                                                                  tickets as
                                                                  needed.
-------------------------------------------------------------------------------
 Snowlink         Bring a         Sun-Fri,        Ski/Board       Valid at
 survey           Buddy           non-holiday.    Rental          all BC
 letter           Offer           Collect                         Resorts
                                  Coupon
-------------------------------------------------------------------------------
 Snoworld         Bring a         Sun-Fri,        Ski/Board       Valid at all
 Magazine         Buddy Offer*    non-holiday.    Rental          BC Resorts
                                  Collect
                                  coupon
<PAGE>

                Booth Creek Resorts Promotional Products Listing
                                Winter 1999/2000


Promotion        Offer/          Restrictions/   Redeem At       Comments
Name             Discount        Requirements
-------------------------------------------------------------------------------
 Student          Bring a         Sun-Fri,        Special         Valid at
 Advantage        Buddy* OR       non-hol         Tickets         all BC
                  $5 off          Must                            Resorts
                  snowtoy         present
                  rental          member
                                  card.
-------------------------------------------------------------------------------
Summit pass       All day         Sun-Fri,        Special         Valid at
holders           ticket at       non-hol         Tickets         all BC
                  pm rate         Must                            Resorts
                                  present
                                  pass
-------------------------------------------------------------------------------
Threedom          All day         Sun-Fri,        Special         Valid at
pass holders      ticket at       non-hol         Tickets         all BC
                  pm rate         Must                            Resorts
                                  present
                                  pass
-------------------------------------------------------------------------------
Vertical          Five paid       Anyday.         Special         Valid at
Value             visits,         Must            Tickets or      all BC
                  sixth is        present         Ticket          Resorts
                  free.           membership      Booths
                  Then, three
                  paid
                  visits-4th
                  free.
-------------------------------------------------------------------------------

Updated:  February 24, 2000


Primary Holiday dates:  December 18,  1999-January 2, 2000; January 15-17, 2000
and February 19-21, 2000. Holiday dates may vary some by resort.

*Bring a Buddy  Offer - sign a friend  up for  learn to  ski/ride  package  and
receive a free lift ticket for yourself.
<PAGE>

Transition Services Agreement
Schedule 4
Marketing and Promotional Services


                                          February    March     April
Program / Initiative                        2000      2000      2000     Total
--------------------                        -----     -----     -----    ------

Vertical Value Program (A)                  $ 486     $ 486     $ 486   $ 1,458

RRC (Invoices Direct Billed to Resort)

Customers First (TBA once                     TBA       TBA       TBA
final costs associated with
 database work are known.)
                                       ----------------------------------------
                                            $ 486     $ 486     $ 486   $ 1,458
                                       ========================================

(A) Amount  represents  Targhee's portion of Vertical Value costs accrued as of
January 28, 2000 at Corporate.
<PAGE>

Transition Services Agreement
Schedule 5
E Commerce and Web-Site Services


Resort Sports Network Costs and Charges
---------------------------------------
January 2000 Resort Cam Hosting Charge             $ 1,200
January 2000 Web-Site Hosting Charge               $   612
January 2000 Quick Edit Charge                     $   856


XOR Engineering Costs and Charges
---------------------------------
Services are provided by XOR on request at either  negotiated terms or based on
XOR's applicable rate schedules.


World Res Costs and Charges
---------------------------
World Res  receives  a 5%  commission  on all  lodging  reservations  initiated
through their sales channels.
<PAGE>

Transition Services Agreement
Schedule 5
Other Information and Telecommunication Services

<TABLE>
<S>       <C>                   <C>                  <C>         <C>       <C>      <C>       <C>       <C>     <C>        <C>
                                                                 Amount Allocated / Charged in Month Ending
                                                    February     March     April     May      June      July    August
          Vendor                Service               2000       2000      2000      2000     2000      2000     2000      Total
         -------                -------               ----       ----      ----      ----     ----      ----     ----      -----

       JD Edwards and AS/400 System Charges
       ------------------------------------

     Information Services Infrastructure Costs
           Allocable to Targhee (A)                   $3,348    $3,348    $3,348    $3,348   $3,348    $3,348   $3,348   $23,438
                                                    ----------------------------------------------------------------------------
                Total:                                $3,348    $3,348    $3,348    $3,348   $3,348    $3,348   $3,348   $23,438
                                                    ============================================================================

       Internet Access Services
       ------------------------

Pacific Bell         Internet Access                   $ 111     $ 111     $ 111     $ 111    $ 111     $ 111    $ 111     $ 777
Internet Firewall
  Depreciation                                            32        32        32        32       32        32       32       224
                                                    ----------------------------------------------------------------------------
                Total:                                 $ 143     $ 143     $ 143     $ 143    $ 143     $ 143    $ 143    $1,001
                                                    ============================================================================

       Telecommunication Services
       --------------------------

Sprint               Frame Relay to Northstar Server   $ 235     $ 235     $ 235     $ 235    $ 235     $ 235    $ 235    $1,645
Sprint               Frame Relay Targhee to Northstar    475       475       475       475      475       475      475     3,325
Hewlett Packard      Frame Relay Maintenance              68        68        68        68       68        68       68       476
AT&T Wireless        Cell Phone - L. Williamson (B)      100       100       100       100      100       100      100       700
Sprint               Long Distance Charges (C)
Sprint               Teleconferencing Charges C)
                                                    ----------------------------------------------------------------------------
                Total:                                 $ 878     $ 878     $ 878     $ 878    $ 878     $ 878    $ 878    $6,146
                                                    ============================================================================


             Grand Totals:                            $4,369    $4,369    $4,369    $4,369   $4,369    $4,369   $4,369   $30,585
                                                    ============================================================================
</TABLE>

(A) Represents costs for use of JDE Enterprise and AS/400 system and support.

(B) Monthly cost for L.  Williamson  cell phone  expense is estimated  based on
historical amounts. Actual expense may vary based on usage.

(C) Actual long  distance,  teleconferencing  and other  charges are or will be
billed/charged to Grand Targhee based on actual usage and charges.

<PAGE>
Transition Services Agreement
Schedule 5
Other Information and Telecommunication Services
Support For IS Infrastructure Cost Allocation



Annual Corporate Information Services Budget (net of allocations)      $262,976
Add Allocated costs not included in net annual budget                    98,640
                                                                       --------
Total Annual Adjusted Corp IS Budget                                   $361,616
Monthly IS Budget Amounts                                                30,135
                                                                       --------

Total Monthly Infrastructure Costs Allocable to Targhee                  $3,348
                                                                       ========
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.



                                 March 21, 2000



GT Acquisition I, LLC
c/o Booth Creek Management Corp.
1000 South Frontage Road West, Suite 100
Vail, Colorado  81657
Attention:  George N. Gillett, Jr.

                     Re:  Grand Targhee

Gentlemen:

      Reference is made to that certain Asset  Purchase  Agreement  (the "Asset
Purchase  Agreement"),  dated as of March 21,  2000 by and  between you and the
undersigned.  When  countersigned by you in the space provided below, this will
confirm  that  the  Asset  Purchase  Agreement  is  hereby  amended,  effective
immediately, to the following effect:

      1. The  following  additional  condition  precedent for the benefit of GT
Acquisition  I, LLC is hereby added as a new Section 6.17 of the Asset Purchase
Agreement:

                6.17 Booth Creek Ski Group Restructuring.  Prior to the Closing
           Date, a capital restructuring the economic terms of which conform to
           those described under the heading "Capital  Restructuring" at page 8
           of that  certain  Consent  Solicitation  Statement,  dated March 15,
           2000,  issued by Ski  Holdings  to the  holders of the  $133,500,000
           aggregate  principal  amount of 12-1/2% Senior Notes due 2007 of Ski
           Holdings,  and  containing  such other terms and  conditions  as are
           satisfactory to Booth Creek Partners  Limited II,  L.L.L.P.,  in its
           sole and  absolute  discretion  (such  satisfaction  to be evidenced
           conclusively  by the  execution  and  delivery  by such party of the
           capital  restructuring  documents),  shall  have  been  consummated;
           provided,  however,  that  if  Ski  Holdings  does  not  obtain  the
           requisite  consent of its  noteholders to the proposed  amendment to
           the  definition  of "Change of Control"  described  in such  Consent
           Solicitation Statement, then the terms of such capital restructuring
           may not  effect a "Change  of  Control"  within  the  meaning of the
           Indenture  relating to such 12-1/2%  Senior  Notes due 2007.

     2. The following  additional  condition precedent for the benefit of Booth
Creek Ski  Holdings,  Inc. is hereby  added as a new Section  7.11 of the Asset
Purchase Agreement:

                7.11 Booth Creek Ski Group Restructuring.  Prior to the Closing
           Date, a capital restructuring the economic terms of which conform to
           those described under the heading "Capital  Restructuring" at page 8
           of that  certain  Consent  Solicitation  Statement,  dated March 15,
           2000,  issued by Ski  Holdings  to the  holders of the  $133,500,000
           aggregate  principal  amount of 12-1/2% Senior Notes due 2007 of Ski
           Holdings,  and  containing  such other terms and  conditions  as are
           satisfactory to John Hancock Life Insurance Company,  CIBC WG Argosy
           Merchant Fund 2, L.L.C.  and their respective  affiliates,  in their
           respective sole and absolute  discretions  (such  satisfaction to be
           evidenced conclusively by the execution and delivery by such parties
           of  the   capital   restructuring   documents),   shall   have  been
           consummated; provided, however, that if Ski Holdings does not obtain
           the requisite  consent of its noteholders to the proposed  amendment
           to the  definition of "Change of Control"  described in such Consent
           Solicitation Statement, then the terms of such capital restructuring
           may not  effect a "Change  of  Control"  within  the  meaning of the
           Indenture relating to such 12-1/2% Senior Notes due 2007.
<PAGE>

     3. Except as  specifically  set forth  herein,  all of the other terms and
provisions  of the Asset  Purchase  Agreement  shall  remain in full  force and
effect.

                               BOOTH CREEK SKI HOLDINGS, INC., a
                               Delaware corporation



                               By: /s/ Elizabeth J. Cole
                                  -----------------------------------------
                                  Its: Executive Vice President / CFO
                                      -------------------------------------


AGREED AND ACCEPTED THIS
21ST DAY OF MARCH, 2000

GT ACQUISITION I, LLC



By: /s/ Jeffery J. Joyce
   -------------------------------------
   Its: Executive Vice President
       ---------------------------------