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**EXHIBIT 10.1

                                 LEASE AGREEMENT
                                  (Commercial)
                    SKI SHELTER, SKI LI T AND MOUNTAIN TRACT**

     THIS LEASE  AGREEMENT  is made and entered  into to be effective as of 22nd
day of April, 1994, by and between the TOWN OF JACKSON, a Municipal  Corporation
of the State of Wyoming, of P.O. Box 1687, Jackson,  Wyoming 83001 ("Landlord"),
and SNOW KING RESORT,  INC., a Wyoming  corporation,  of P.O. Box SKI,  Jackson,
Wyoming 83001 ("Tenant") (the "Lease").

                                   WITNESSETH:

     WHEREAS,  Landlord is the owner of those  certain  parcels of real property
and  improvements  described  generally as the Ski Shelter  Tract,  the Ski Lift
Tract and the Mountain Tract, all as more particularly described as follows: See
Exhibits  "H", "I" and "J"  attached  hereto and by this  reference  made a part
hereof (the "Leased Premises"), reserving unto the Landlord the right to exclude
the  cemetery  access  roadway  which  shall be for mutual use by  Landlord  and
Tenant; and

     WHEREAS,  the parties hereto desire to enter into a written lease agreement
providing the terms,  covenants and  conditions  for the occupancy of the Leased
Premises by Tenant; and

     WHEREAS,  the  parties  agree that ,any and all prior  leases  between  the
parties  concerning  this  property  are  revoked  and  are  superseded  by this
document.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
undertakings and benefits to the parties, the parties agree as follows:

     1. Lease Of Leased Premises.  Landlord agrees to lease to Tenant and Tenant
agrees to lease from  Landlord  the Leased  Premises  according to the terms and
conditions of this Lease.

     2. Term Of Lease.  The term of the Lease shall be for a term of thirty (30)
years,  commencing on the 1st day of June,  1993 and terminating on the 31st day
of May, 2023 unless sooner  terminated or extended  under the  provisions of the
Lease.

     3. Rent And Payment.  Tenant  covenants and agrees to pay Landlord,  during
the term of the Lease, as follows:

     (a) Base Rent. The base rent for the Lease  Agreement shall be Ten Thousand
Eight  Hundred  Dollars  ($10,800.00)  per annum  payable  in twelve  (12) equal
monthly  installments  on the first  day of each  month of each year of the term
hereof.

     (b)  Supplemental  Rent.  Based on Gross  Revenue  in  accordance  with the
schedule  attached  hereto  as  Exhibit  "K" and by this  reference  made a part
hereof,  Gross Revenue shall include not only those  revenues  listed on Exhibit
"K" but any and all revenues  derived from the  facilities  or use of facilities
constructed  or based upon the leased  premises after  deducting  therefrom only
sales and use or like taxes.  Tenant shall keep accurate and complete accounting
records kept in accordance with applicable  accounting  standards.  Tenant shall
provide to Landlord an accounting for all Gross Revenues within ninety (90) days
of the  close of each  calendar  year  during  the term of this  Lease or within
ninety (90) days  following the  termination  of this Lease,  whichever  date is
earlier.  At the time of delivery of the annual  accounting,  Tenant  shall also
tender  any  and all  supplemental  rent  due  and  owing  as  evidenced  by the
accounting provided.  Landlord shall be entitled to, at Landlord's expense, have
conducted  or conduct an audit of Tenant's  books and records to  determine  the
accuracy of the  accounting  provided  by Tenant.  In the event such audit shall
reveal  additional  supplemental  rent due,  Tenant shall  immediately  pay such
supplemental  rent but Tenant shall have the option of  requesting,  at Tenant's
expense,  an  independent  third  party  audit to confirm the amount due. In the
event the audit shall reveal supplemental rent underpayment of greater than five
percent (5%) of the total supplemental rent paid for that year, all audits shall
be  conducted  at the  expense  of  Tenant.  This  requirement  for  payment  of
supplemental rent shall survive the termination of the Lease for the purposes of
collecting  supplemental  rent due and owing through the date of  termination of
this Lease.

     (c)  Additional  Rent.  In  addition to the rent  required of Tenant  under
subparagraphs (a) and (b), the Tenant shall be required to pay the principal sum
of One Hundred and Fifty Three  Thousand  Two Hundred and Thirty  Three  Dollars
($153,233.00) plus interest on said principal amount at a base rate of eight and
one half  percent  (8 1/2%)  per  annum,  based  upon an  amortization  schedule
attached hereto as Exhibit "L", which monthly  payments shall commence  November
1, 1993,  and shall  continue on a monthly  basis for the  following 120 months.
Tenant has a right of prepayment on this  principal  balance at any time without
penalty.

     In addition to the rent  required  of Tenant,  Tenant  shall be jointly and
severally responsible with Snow King Resort Center, Inc. (the Tenant for the Ice
Rink premises) for paying, in regular monthly installments,  1/120th monthly, of
the total amount of additional rent for the Ice Skating Rink.

     The  additional  rental  payments  due under  this  Lease  Agreement  shall
terminate with the 120th monthly rental  installments  and thereafter the rental
installments  shall revert to those rentals reserved in paragraphs 33(a) and (b)
of this Lease.

     Rent payments shall commence in accordance with the foregoing  schedule and
shall continue each month  thereafter,  and shall be made payable to Landlord as
follows: Town of Jackson,  Wyoming, P.O. Box 1687, Jackson,  Wyoming 83001 until
directed otherwise.

     4. Late Rent  Charges.  In the event the monthly rent payments are not paid
within ten (10) days of the due date,  a late charge of two percent  (2%) of the
delinquent  payment  shall  be paid by  Tenant.  Additionally,  said  late  rent
payments  shall  automatically  accrue  interest at an interest rate of eighteen
percent (18%) from the due date,  which accrual of interest shall continue until
the rent payment,  together with accrued interest,  is paid. Such interest shall
begin to accrue  automatically  on all delinquent rent payments (not paid within
the ten (10) day grace period) and shall be payable on demand  without notice to
Tenant.

     5. Use Of The  Leased  Premises.  The use of the Leased  Premises  shall be
restricted  to Ski Area,  ski shelter,  restroom,  meeting and food and beverage
services  amenities  and uses  only.  Approval  of  additional  uses will not be
unreasonably  withheld.  Furthermore,  the  Leased  Premises  shall  be used and
occupied by Tenant in a careful,  safe and proper manner and Tenant shall pay on
demand for any damage to the Leased Premises caused by the misuse of same by it,
its agents,  employees,  licensees  and  invitees.  Tenant  shall use the Leased
Premises only for purposes not  prohibited by the laws,  regulations,  covenants
and ordinances of the United States, the State of Wyoming,  Teton County and the
Town of Jackson.  Tenant  shall not use or keep any  substance or material in or
about the Leased  Premises,  which may vitiate or endanger  the  validity of the
insurance on the Leased Premises or increase the hazard of the risk.

     Landlord agrees that Tenant may allow the use of the parking area for float
trip pickups and drop offs by float trip businesses,  hereinafter referred to as
"operators".

     The Tenant agrees to the following  conditions  for all float trip pick ups
and drop offs:

     a.   Landlord shall approve of the number of operators  allowed each season
          and the number of times each day anyone  operator  may use the parking
          lot.

     b.   Each operator shall be assigned a specific site in the parking lot for
          all of its  pick  ups and  drop  offs,  each  site to be  approved  by
          Landlord.

     c.   River trip operators' buses, vans or other vehicles,  picking up river
          trip  clients or returning  them from river trips,  will be present in
          the parking  area only for the time  necessary  to gather or disembark
          those clients,  and will be returned to the operator's private staging
          and storage area between river trips,  or when  otherwise not actively
          engaged in meeting,  loading, or unloading,  river trip clients. River
          trip  operators  and  Tenant  (Snow  King,  Inc.)  recognize  that the
          Landlord, Town of Jackson, places high priority on the availability of
          public parking, and has the authority,  and at all times may institute
          policies with operators,  drivers and/or Tenant enforcing courtesy and
          consideration  in their conduct toward parking lot users,  maintaining
          availability of vacant parking spaces, ensuring access into and out of
          parking  areas and  requiring  no undue  blockage of either  spaces or
          vehicles.

     d.   River trip buses will occupy space in the assigned parking area for no
          more than 20 minutes for any river trip departure or return.

     Tenant shall have the right, so long as Tenant has a valid license from the
Town of Jackson,  to sell alcoholic and/or malt beverages in specific  locations
from within and upon the Leased Premises in accordance with all conditions which
apply to any license, adherence with all applicable laws of the State of Wyoming
and  ordinances  of the Town of  Jackson  as they may  exist  from time to time.
Tenant is authorized to sublease the premises pursuant to Section 13, below.

     There will be the following restrictions  associated with the dispensing of
liquor:

     a.   The licensee will not be allowed to sell package  liquor to the public
          for off premises consumption.

     b.   During standard operating  functions,  which would be ice skating, and
          operation as a ski shelter, the applicant will be allowed to sell beer
          and wine only.

     c.   Full liquor service be allowed at banquets,  parties,  conventions, or
          special events only.

     d.   The licensee will not operate as a bar or lounge at any time.

     e.   Applicant  and Council  agree to attach the above  conditions  on this
          lease for the reason that this  facility will allow minors in both the
          ski shelter area and the ice rink area.

     6. Acceptance Of Leased Premises.  Taking possession of the Leased Premises
by Tenant shall be conclusive  evidence as against the Tenant that such premises
are in good and satisfactory condition when possession of same was taken. Tenant
has  inspected  the Leased  Premises  and accepts the same in "as is"  condition
subject only to completion of construction and "punch list" items, if any.

     7.  Subordination  To  Mortgage.  This  Lease  shall be and is hereby  made
subordinate  to any mortgages or other  security  instruments,  which may now or
hereafter  encumber the Leased  Premises,  and to all  renewals,  modifications,
consolidations,  replacements  and  extensions  thereof.  This  clause  shall be
self-operative  and no further  instrument of subordination  need be required by
any mortgagee or security holder. Tenant shall, at Landlord's request,  promptly
execute  any  appropriate  estoppel  certificate,   subordination  agreement  or
instrument that Landlord may reasonably request in this regard.

     8. Taxes And  Assessments.  Landlord shall pay all real estate taxes,  real
estate assessments,  and any and all other governmental charges,  assessments or
taxes payable in respect to the Leased  Premises or any part thereof  during the
term of this Lease. Tenant shall be liable for taxes levied against its personal
property, trade fixtures and other property placed by Tenant in, on or about the
Leased Premises.

     9.  Utilities.  Tenant  shall  pay for the  use of all the  water,  sewage,
electrical, gas, telephone, cable television, garbage and other utility services
to or used by and in connection with the Leased Premises. Tenant shall establish
and maintain all utilities accounts in its name.

     10. Repair And Maintenance.  Tenant  acknowledges  that the Leased Premises
are in good repair and working order. Tenant shall, at its sole expense,  except
for all Warranty work for new construction or equipment, which shall be assigned
or accrue to the benefit of Tenant,  maintain  the  interior and exterior of the
Leased Premises  (including,  without limitation,  all electrical,  plumbing and
mechanical  systems)  in as good  order and  repair as it was at the date of the
commencement of this Lease, reasonable wear and tear excepted.  Tenant shall not
knowingly  commit or willingly  permit to be committed any act or thing contrary
to  the  rules  and   regulations   of  any   federal,   state,   municipal   or
quasi-governmental   authority.   If  the  Landlord  determines,   in  its  sole
discretion,  that the facility is not being properly  maintained,  it shall give
notice to Tenant in writing to repair and/or  maintain the premises.  The Tenant
shall have 48 hours in which to correct any minor deficiencies (small repairs or
cleaning  inadequacies) and thirty (30) days for larger repairs.  If the repairs
and  maintenance  are not  performed  to  Landlord's  satisfaction  within  the.
required  time period,  Landlord may employ  another  person or entity to repair
and/or  maintain  all or any  part of the  premises  and  the  Tenant  shall  be
responsible for the payment of all expenses and costs related to said repair and
maintenance,  which if not paid,  shall be deemed a default  pursuant to Section
19, below.

     Landlord shall maintain at its expense,  the parking surface of the parking
lots when it determines, in its sole discretion,  that such lot surfaces need to
be repaired or replaced.

     Tenant  shall  permit  Landlord,  or its  representatives,  to inspect upon
reasonable  notice the Leased  Premises and to make  improvements  to the Leased
Premises  as  Landlord  may  now  or  hereafter  deem  to  be  necessary  and/or
appropriate for the Leased Premises. All such improvements shall be done, so far
as practicable,  to avoid  interference  with Tenant's  occupancy and use of the
Leased Premises,  provided that Tenant shall not be entitled to compensation for
unavoidable interference with its occupancy and use.

     11.  Alterations.  Landlord  shall  have the right at any time to enter the
Leased  Premises to make such  additions,  repairs or alterations as it may deem
necessary or property for the safety,  improvement or preservation of the Leased
Premises.

     Tenant shall make no  alterations  in or  additions to the Leased  Premises
without first obtaining the written  consent of the Landlord,  and all additions
or improvements made by Tenant shall be deemed a part of the Leased Premises and
permanent  structure  thereon and shall remain upon and be surrendered  with the
Leased Premises at the termination of this Lease by lapse of time or otherwise.

     12.  Insurance.  Landlord  shall  maintain  fire  and  extended  "all-risk"
coverage insurance upon the Leased Premises, which shall include the Ski Shelter
facility and the Ice Rink facility.  Such insurance  shall be maintained with an
insurance  company  authorized  to do  business in Wyoming in an amount not less
than Three Million Five Hundred Thousand Dollars ($3,500,000.00) during the term
of the Lease for both premises.

     Tenant shall maintain at its expense fire and extended  coverage  insurance
on all of its personal  property,  including trade fixtures and on all additions
and improvements made by Tenant not required to be insured by Landlord.

     Tenant  shall,  at  Tenant's  expense,  maintain  a policy or  policies  of
comprehensive  general liability  insurance with the premiums thereon fully paid
on or before due date,  issued by and binding upon an  insurance  company with a
Best  Rating  Guide A plus Class 15 Rating,  such  insurance  to afford  minimum
protection   of  not  less  than  a  single   limit  of  One   Million   Dollars
($1,000,000.00)  in  respect  to  personal  injury  and/or  death to one or more
persons and for property damage.  The insurance policy shall name Landlord as an
additional  insured  and shall cover all risks  incident to Tenant's  use of the
Leased Premises and business in connection therewith.

     Tenant shall furnish Landlord with certificates and copies of all insurance
policies to be  maintained  by Tenant with  evidence of payment of the  premiums
thereon.  All such  insurance  policies shall contain a clause or endorsement to
the effect that they may not be terminated or materially amended during the term
of this Lease except after fifteen (15) days written notice thereof to Landlord.

     13. Assignment. Sublease And Mortgage By Tenant. Tenant shall not assign or
create a  security  interest  in,  pledge or  encumber  this Lease or the Leased
Premises,  in whole or in part,  or sublet  the  whole or permit  the use of the
whole or any part thereof by any sub-tenant, licensee or concessionaire,  unless
Tenant first  obtains  Landlord's  written  consent,  which  consent will not be
unreasonably  withheld.  In  the  event  of  any  such  assignment,  subletting,
licensing or granting of a concession, Tenant shall never-the-less remain liable
for the  performance  of all the terms,  conditions  and covenants of this Lease
(including, without limitation, the covenant to pay rent).

     Tenant is authorized to sublease  specific portions of the premises to Snow
King Resort  Center,  Inc.,  the tenant of the Ice Rink  Building and  operation
adjacent to the premises,  with specific  authorization to sell alcoholic and/or
malt  beverages.  Any such sublease  shall  require  approval of the Landlord in
writing and shall  require that the  sublessee  have a valid liquor  license and
that all  operations of the sublessee  shall be strictly in accordance  with all
applicable rules, regulations,  ordinances,  and statutes of the Town of Jackson
and the State of Wyoming as they may exist from time to time.

     14. Required Subleases.  Notwithstanding the provisions of paragraph 15 and
in recognition of  contributions  made by the public and public entities towards
the construction of the ski shelter contemplated by this Lease Agreement, Tenant
shall be  required as a condition  of this Lease to offer  subleases  which have
been approved in writing by Landlord as follows:

          (a) Girl  Scouts.  Tenant shall offer a sublease to the Girl Scouts of
     America, Teton County organization,  for utilization of that portion of the
     Ski Shelter  constructed  upon the leased premises  designated  "Girl Scout
     Area" on the construction or schematic plans for the Ski Shelter. The lease
     shall be for such amount as is designed to allow  Tenant to recoup only its
     minimal   operating  costs  such  as  pro  rata  allocation  of  utilities,
     insurance, maintenance,  janitorial, snow removal and similar costs for the
     operation of the building.  The sublease may provide for utilization of the
     premises  subject to the sublease by Tenant at periods when that portion of
     the premises is not utilized by Subtenant  and the rental rate  established
     shall recognize that right.

          (b)  Jackson  Hole  Ski  Club.  For the  purpose  of  maintaining  and
     providing an opportunity to improve,  the  utilization of the Snow King Ski
     Area for the benefit of Landlord and Tenant, Tenant shall offer a sub-lease
     to the  Jackson  Hole Ski  Club,  or its  successor  organization,  for the
     utilization of that portion of the Ski Shelter  constructed  upon the Lease
     Premises  designated  "Jackson Hole Ski Club Area" on the  construction  or
     schematic plans for the Ski Shelter.  The lease shall be renewable annually
     so long as the general purpose of utilization of the Snow King Ski Area for
     the benefit of the Town of Jackson is'  maintained.  The lease shall be for
     such amount as is designed to allow Tenant to re-coup its minimal operating
     costs such as prorata  allocation  of  utilities,  insurance,  maintenance,
     janitorial  duties,  snow removal and similar costs,  as well as re-couping
     the amount paid or to be paid by Tenant to Landlord for interior  finish of
     the  Ski  Club  Area.  Tenant  may  impose  reasonable   restrictions  upon
     sub-lessee with respect to parking,  building access and building  security
     as Tenant  deems  appropriate.  The  sub-lease  may be  nonexclusive  as to
     portions  of the Ski  Club  Area and may  provide  for  utilization  of the
     premises subject to the sub-lease by Tenant, or others when that portion of
     the premises is not being utilized on a fulltime  basis by sub-lessee.  The
     Jackson Hole Ski Club shall have first  priority in all scheduling for this
     leased space.

     Other than as stated  above,  the Tenant  shall not sublease any portion of
the property,  whether the interior or the exterior of the  property,  including
the  erection of  temporary  structures,  without  the  written  approval of the
Landlord,  which  approval  shall not be  unreasonably  withheld.  Any  approved
sublessee must have a valid liquor license prior to the sale of any alcoholic or
malt beverage.

     15. Signs.  Tenant shall have the right to erect and maintain  signs in, on
or about the Leased  Premises,  provided,  that same shall comply with governing
laws,  regulations,  covenants  and  ordinances of the united  states,  state of
Wyoming,  county of Teton and the Town of Jackson. All such signs must, however,
be approved in advance in writing by the Landlord.

     16. Tenant's Covenants. Tenant covenants that it shall:

          (a) Comply with all laws, orders,  regulations,  rules, ordinances and
     covenants of any state or federal  statute or local ordinance or regulation
     applicable to Tenant and/or its use of the Leased Premises.

          (b) Give to Landlord  prompt written  notice of any accident,  fire or
     damage occurring on or to the Leased Premises.

          (c) Keep the Leased Premises  sufficiently  heated to prevent freezing
     of pipes, waterlines and fixtures.

          (d) Keep the Leased Premises  orderly,  clean,  sanitary and free from
     objectionable odors and insects, vermin, pets, pests and nuisances.

          (e) Do  all  things  reasonable  possible  to  prevent  filing  of any
     mechanics' or other liens  against the Leased  Premises or any part thereof
     by reason of work,  labor,  services or  materials  furnished or claimed to
     have been furnished to Tenant, or anyone holding the Leased Premises or any
     part  thereof,  through  or under  Tenant.  If any such lien shall be filed
     against  the Leased  Premises,  Tenant  shall  either  cause the same to be
     discharged  of record  within twenty (20) days after the date of the filing
     of same,  or if the  Tenant,  in  Tenant's  discretion  and in good  faith,
     determines the lien should be contested, Tenant shall furnish such security
     as may be necessary or required to prevent any foreclosure against Tenant's
     or  Landlord's  interest in the Leased  Premises.  If Tenant  shall fail to
     discharge  such  lien  within  such  period,  or fail to  furnish  adequate
     security,  then in  addition  to any other  right of  remedy  of  Landlord,
     Landlord may but shall not be  obligated  to  discharge  the lien either by
     paying the amount  claimed to be due or by procuring  the discharge of such
     lien by obtaining  security or in any other  manner  available to Landlord.
     Nothing herein  contained  shall imply any consent or agreement on the part
     of  Landlord  to subject  Landlord's  interest  in the Leased  Premises  to
     liability under any mechanics' or other lien law.

          (f) Repay Landlord,  as additional rent, on demand, all sums disbursed
     or  deposited  by Landlord  pursuant  to the  provisions  of this  section,
     including  Landlord's  costs,   expenses  and  reasonable  attorneys'  fees
     incurred by Landlord in connection therewith.

          (g) Permit no one other than employees,  agents, servants and business
     invitees to remain in or loiter upon the Leased Premises.

          (h)  Comply  with all  reasonable  rules and  regulations  that may be
     established, from time to time, by Landlord. Tenant covenants that it shall
     not do or suffer to be done anything  objectionable  to the fire  insurance
     companies,  whereby the fire insurance or any other  insurance now in force
     or hereafter to be placed on the Leased  Premises or any part thereof shall
     become void or suspended,  or be rated as a more hazardous risk than at the
     date when Tenant receives possession  hereunder.  In the event of breach of
     this covenant, in. addition to all other remedies of Landlord, Tenant shall
     pay to Landlord as additional rent any increase in insurance premiums.

          (i) The Landlord has the authority to prohibit parking that interferes
     with safe and  appropriate  use of the Center and retains the right to sign
     and enforce parking  regulations for public safety,  access and appropriate
     use.  The Tenant is required  to direct and  control all public  parking to
     conform to the regulations and requirements of the Landlord.

     17. Landlord's  Covenants Of Quiet Enjoyment.  The Landlord  covenants that
the Tenant,  upon paying the rentals and  performing the covenants upon its part
to be performed  herein,  shall  peacefully and quietly have, hold and enjoy the
Leased Premises during the term hereof.

     18. Damage Or Destruction To Leased Premises.  If the Leased Premises shall
be  damaged by fire,  the  elements,  unavoidable  accident  or other  casualty,
without the fault or  negligence  of Tenant,  or Tenant's  servants,  employees,
agents, visitors,  licensees,  invitees or sub-tenants,  and the Leased Premises
are not thereby  rendered  untenantable in whole or in part,  Landlord shall, at
its expense, cause such damage to be repaired, and the rent shall not be abated.
If,  by  reason  of such  occurrence,  the  Leased  Premises  shall be  rendered
untenantable  only in part,  Landlord  shall  promptly  cause  the  damage to be
repaired  and  the  rent,  during  such  period  of  repair,   shall  be  abated
proportionately to the portion of the Leased Premises rendered untenantable. If,
by reason of such  occurrence,  the Leased  Premises  shall be  rendered  wholly
untenantable,  Landlord  shall cause such  damage to be  repaired  and the rent,
during  such  period of  repair,  shall be abated  in whole.  There  shall be no
extension of the term of this Lease by reason of such abatement. Notwithstanding
the  foregoing  provisions,  if the Leased  Premises  shall be  rendered  wholly
untenantable  by reason of such  occurrence  and the Leased  Premises  cannot be
repaired  within six (6) months  from the date such damage  occurs,  Landlord or
Tenant shall, at their option, have the right to declare the balance of the term
of this Lease to be null and void.

     If any such damage or destruction occurring to the Leased Premises, whether
partial or complete, shall occur as the result of the fault or any negligence of
Tenant or Tenant's servants,  employees, agents, business invitees, licensees or
sub-tenants,  there shall be no  apportionment  or  abatement of rent during the
term of this Lease.

     19.  Default  By Tenant.  The Tenant  agrees to  observe  and  perform  the
conditions  and  covenants set forth in this Lease,  and further  agrees that if
default be made in the payment of any rent and such  payment  default  continues
for ten (10) days  following the due date for such  payment,  or if Tenant shall
fail to observe or perform any of the other  conditions  or  covenants  and such
other default shall continue for more than thirty (30) days after written notice
of such default, then and in that event, and as often as the same may happen, it
shall be lawful for Landlord, at its election,  with or without previous notice,
to  terminate  this  Lease or to  re-enter  and  repossess  itself of the Leased
Premises without termination, with or without legal proceeding, using such force
as may be necessary,  and to remove therefrom any personal property belonging to
Tenant  without  prejudice to any claim for rent or for breach of the  covenants
hereof,  or without being guilty of any manner of trespass or forcible entry and
detainer.  The foregoing described rights shall be non-exclusive and shall be in
addition to any and all of the rights and remedies Landlord may have pursuant to
governing law.

     20. Payment After  Termination.  No payments of money by Tenant to Landlord
after the  termination  of this Lease,  in any manner or after the giving of any
notice by Landlord  to Tenant  shall  reinstate,  continue or extend the term of
this  Lease or affect any notice  given to Tenant  prior to the  payment of such
money.

     21.  Abandonment Of Leased Premises.  If Tenant shall abandon or vacate the
Leased  Premises  before  the  end of the  term of this  Lease,  or if  Landlord
re-enters  the Leased  Premises  without  termination,  the Landlord may, at its
option and without notice to Tenant,  enter the Leased Premises,  and re-let the
same,  or any  part  thereof,  as it may see fit,  without  thereby  voiding  or
terminating  this Lease,  and,  for the purpose of such  reletting,  Landlord is
authorized to make any repairs,  changes,  alterations or additions in or to the
Leased  Premises,  as may, in the sole  discretion of Landlord,  be necessary or
desirable for the purpose of such re-letting,  and if a sufficient sum shall not
be realized from such  re-letting  each month to equal the monthly  rental under
the provisions of this Lease, then Tenant agrees to pay such deficiency.

     22.  Indemnification.  Tenant shall indemnify Landlord and save it harmless
from and against any and all claims, actions, damages,  liability and expense in
connection with loss of life, personal injury or damage to property occurring in
or about, or arising out of or from the Leased  Premises and adjacent  sidewalks
and loading areas,  or the occupancy or use of the Leased  Premises by Tenant or
its  sub-tenants,  or  occasioned  wholly or in part by any act or  omission  of
Tenant, its agents, licensees, business invitees, concessionaires,  contractors,
customers, employees or sub-tenants.

     In case Landlord  shall be made a party to any  litigation  commenced by or
against  Tenant,  its agents,  licensees,  business  invitees,  concessionaires,
contractors,  customers, employees or sub-tenants, Tenant shall protect and hold
Landlord  harmless and shall pay all costs,  expenses and reasonable  attorneys'
fees incurred or paid by Landlord in connection with such litigation.

     23.  Attorneys'  Fees. In the event either party shall find it necessary to
obtain  the  services  of an  attorney  to  enforce  any  of the  covenants  and
conditions  of  this  Lease,   the   prevailing   party  shall  be  entitled  to
reimbursement for all costs and expenses,  including reasonable attorneys' fees,
whether or not litigation is commenced.

     24.  Trade  Fixtures.  Trade  fixtures  installed  by Tenant in the  Leased
Premises  shall  remain the  property  of the Tenant and shall be removed at any
time by it on or  before  the  termination  of this  Lease  by  lapse of time or
otherwise.  Any damage caused to the Leased  Premises that is the result of such
removal shall be repaired by Tenant at its expense.  Any such trade fixtures not
removed at or prior to the  termination  shall  become the property of Landlord.
Lighting fixtures, whether or not installed by Tenant, shall not be removable at
the expiration or earlier  termination of this lease,  and shall become the sole
property of Landlord.

     25.  Landlord's  Access.  Landlord  and  its  agents,  employees  or  other
representatives may enter the Leased Premises at any time for the purpose of (a)
inspecting the Leased Premises to ascertain  Tenant's  compliance with the terms
and  conditions  of this  Lease,  (b) in order  to make  repairs,  additions  or
alterations   as  the  Landlord  deeds   necessary,   (c)  to  post  notices  of
non-responsibility under mechanics' lien law, (d) to exhibit the Leased Premises
for sale, lease or mortgage financing, or (e) for any other reasonable purposes.

     26.  Notices.  Any notices  required or  permitted to be given or served by
either  party to the other  shall be  deemed  to have been duly  given or served
there if in writing and forwarded by certified  mail,  postage  prepaid,  return
receipt  requested,  to the respective  addresses set forth below.  Such notices
shall be deemed given upon mailing of sale.

      Tenant:

                  Snow King Resort, Inc.
                  P.O. Box SKI
                  Jackson, Wyoming 83001

      Landlord:

                  Town of Jackson
                  P.O. Box 1687
                  Jackson, Wyoming 83001

     27. Amendment Or Modification.  Tenant  acknowledges and agrees that it has
not relied upon any  statement,  representation,  agreement or warranty,  except
such as are expressly  stated herein,  and that no amendment or  modification of
this Lease shall be valid or binding unless expressed in writing and executed by
the parties hereto in the same manner as the execution of this Lease.

     28. Memorandum Of Lease. The parties may execute a shortform  memorandum of
this Lease in recordable form,  which may, at either parties' option,  be placed
of record in the Teton County real estate records.

     29. No  Partnership.  No  partnership  or joint  venture is created by this
Lease.  The Landlord and Tenant  shall be construed to be that  relationship  of
landlord and tenant only.

     30. Miscellaneous. Time is of the essence.

     No waiver of any breach of one or more of the  conditions  or  covenants in
this Lease by Landlord  shall be deemed to imply or  constitute  a waiver of any
succeeding or other breach hereunder.

     This Lease and its provisions shall be construed and enforced in accordance
with and pursuant to governing Wyoming law.

     The headings used in this Lease are for convenience  only and are not to be
used in its construction.

     Whenever  used,  the  singular  shall  include the  plural,  the plural the
singular and the use of any gender shall include all genders.

     If there is more than one person  comprising  the  Tenant,  the  covenants,
agreements,  undertakings  and  obligations  hereunder  shall be the  joint  and
several obligations of all such persons.

     This Lease may be executed in multiple counterparts, each of which shall be
deemed to be an original.

     IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this Lease to be
effective as of the day and year first above written.

                                          LANDLORD:

                                          TOWN OF JACKSON, a Municipal
                                          Corporation

                                          By: /s/ Jeff L. Crabtree
                                              Mayor
ATTEST:

By: /s/ Town Clerk
    Town Clerk

                                          TENANT:

                                          SNOW KING RESORT, INC., a
                                          Wyoming corporation

                                          By:  /s/ Manuel B. Lopez
                                               President

ATTEST:

By: /s/ Secretary
    Secretary
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