BOOTH CREEK SKI HOLDINGS INC
DCA-BECK
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>10
<FILENAME>e100131.txt
<DESCRIPTION>DCA-BECK
<TEXT>



                                  Exhibit 10.31



      Deferred Compensation Agreement by and between Booth Creek Ski Group,
                            Inc. and Timothy H. Beck

<PAGE>


                         DEFERRED COMPENSATION AGREEMENT

                  This  Agreement is entered into as of the 22nd day of January,
2002, by and between Booth Creek Ski Group,  Inc., a Delaware  corporation  (the
"Company") and Timothy H. Beck ("Executive").

                               W I T N E S S E T H:

                  WHEREAS,  Executive  has been  employed by the Company and has
faithfully  served the Company in a capable and efficient  manner,  resulting in
meaningful growth and progress to the Company; and

                  WHEREAS, the Company wants to reward the Executive for his/her
past  services and provide  him/her with an inducement to continue to faithfully
be employed by the Company; and

                  WHEREAS, Executive is willing to continue in the employ of the
Company if the Company agrees to pay Executive certain  benefits,  in accordance
with the provisions and conditions hereinafter set forth;

                  NOW,  THEREFORE,  in consideration of the foregoing and of the
mutual covenants herein contained and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     1. Definitions.  For purposes of this Agreement,  the following definitions
shall apply:

          a. "Board" means the board of directors of the Company.

          b.  Termination  of  employment  for "Cause"  means a  termination  of
     Executive's employment in conjunction with Executive having (i) committed a
     felony,  regardless  whether  in the  course of his  employment,  excluding
     offenses under laws  regulating  motor vehicle  traffic or skiing,  but not
     excluding such offenses,  if they arise from  Executive's  failure to cause
     Company to conduct its business in accordance  with law (provided  that, if
     Company shall terminate Executive's employment pursuant to this clause (i),
     and Executive ultimately shall be acquitted,  such termination shall not be
     deemed a termination for Cause,  as of the date of termination  pursuant to
     this clause (i)); (ii) engaged in fraud, embezzlement involving property of
     Company or otherwise,  or other  intentional  wrongful act that  materially
     impairs the goodwill or business of Company;  (iii) any willful  failure to
     carry  out any of his  material  responsibilities  or to  comply  with  any
     reasonable  instruction  of the board or president or Company  policy,  not
     cured,  within a reasonable time of notice from the board or president;  or
     (iv) otherwise  materially  breached any provision of this Agreement or any
     employment agreement that he shall have entered into with Company.
<PAGE>

          c. "Change in Control" means (i) the sale of all or substantially  all
     of  the  assets  of  BC  (as  hereinafter   defined),   or  reorganization,
     recapitalization,  merger, consolidation, or other transaction involving BC
     or changing the rights,  designations,  or  preferences  of  outstanding BC
     capital stock (a "BC Transaction"), or a sale of Common Equivalents, in any
     case as a result of which the  Investors do not  collectively  own at least
     20% of the Common  Equivalents  that they own on the date  hereof or (ii) a
     similar event that the Board, in its sole discretion,  determines should be
     similarly  treated.  "Common  Equivalents" means (i) the Company Class A or
     Class B common stock or warrants to purchase Class B common stock; (ii) any
     BC common stock or equivalent  security,  if BC shall not be a corporation;
     or (iii) any security  distributed  without  consideration by BC in respect
     of, or exchanged  pursuant to a BC Transaction in whole or part for, Common
     Equivalents. "BC" means the Company or any other issuer that, pursuant to a
     BC Transaction not causing a Change in Control, shall have acquired control
     of all of the  businesses  controlled  by BC  immediately  before  such  BC
     Transaction. "Investors" means John Hancock Life Insurance Company, Hancock
     Mezzanine   Partners,   L.P.,  CIBC  WG  Argosy  Merchant  Fund  2  L.L.C.,
     Co-Investment   Merchant  Fund,  LLC,  any  person   acquiring  any  Common
     Equivalent  from an  Investor  in a  transaction  not  causing  a Change in
     Control,  and any affiliate of an Investor,  insofar as such affiliate owns
     any Common  Equivalent.  In computing the percentage of Common  Equivalents
     owned by the Investors on any date  ("measuring  date") for purposes of the
     first sentence of this definition,  the Investors shall be deemed to own on
     the date hereof the amount of Common Equivalents that they would have owned
     on the  measuring  date had they never  disposed  of any Common  Equivalent
     (except  in  exchange  for  another  Common  Equivalent  pursuant  to  a BC
     Transaction or by exercising or converting a Common  Equivalent for or into
     another Common Equivalent).

          d. "Common Stock" means the Company's Class B Common Stock,  $.001 par
     value per share.

          e. "Stock  Share"  means a share of Common  Stock  issued as part of a
     restricted  stock  award  to  Executive  under  the  Company's  2001  Stock
     Incentive  Plan (the  "Plan"),  that is  subject  to the  Restricted  Stock
     Agreement between the Company and Executive, dated as of even date.

          f.  "Triggering  Event" means a sale or other transfer of Stock Shares
     in  accordance  with  applicable  requirements  (including  a sale or other
     transfer  to, or  redemption  by, the Company of Stock  Shares,  whether in
     conjunction  with the  netting out of Stock  Shares to satisfy  withholding
     requirements  upon an option exercise,  or in conjunction with the exercise
     of a right of  first  refusal,  a call  right,  a put  right,  a  corporate
     transaction  or  otherwise)  other  than a  transfer  at death  (by will or
     intestacy)  of Stock  Shares.

     2. Establishment of Deferred Compensation Account and Deferred Compensation
Units.  The Company  shall  establish  on its books a special  ledger  "Deferred
Compensation  Account" for Executive and shall credit  thereto one hundred forty
(140)  Deferred   Compensation  Units  (as  hereinafter   defined).  A  Deferred
Compensation  Unit is a measuring  device that  measures  the amount of deferred
compensation  to be paid to the Executive in  accordance  with the terms of this
Agreement.
<PAGE>

     3. Vesting of Deferred Compensation Units.

          a. The deferred  compensation  obligation created hereunder shall vest
     (i.e., shall no longer be forfeitable,  except as provided in Section 3(d))
     as to 60% of the  Deferred  Compensation  Units  as of  the  date  of  this
     Agreement,  and  shall  vest  as to  an  additional  20%  of  the  Deferred
     Compensation  Units on each of  November  1,  2002 and  November  1,  2003;
     provided  that,  with  respect to each such  vesting  date,  Executive  has
     remained   continuously   employed  by  the  Company   through  such  date.
     Consequently, the deferred compensation obligation shall be fully vested as
     to  100% of the  Deferred  Compensation  Units  on  November  1,  2003,  if
     Executive remains continuously employed by the Company through such date.

          b. Notwithstanding Section 3(a), upon a Change in Control the deferred
     compensation  obligation  provided for by this Agreement shall  immediately
     become fully vested as to 100% of the Deferred Compensation Units.

          c.  Upon a  termination  of  Executive's  employment  for any  reason,
     Executive  shall forfeit all the Deferred  Compensation  Units that are not
     vested as of such date.

          d.  Upon  a  termination  of  Executive's   employment  for  Cause  or
     Executive's  breach,  before  November  1,  2003,  of  Section  10  of  his
     employment  agreement with the Company,  this Agreement  shall  immediately
     terminate  and  Executive  shall  forfeit  any  and all  rights  hereunder,
     including,  but not limited  to,  rights  with  respect to vested  Deferred
     Compensation Units (even if a Triggering Event has already occurred and, if
     a Triggering Event has occurred,  even if payments had commenced to be paid
     as  installments  under  Section  4(b)) and all  rights to  prepayments  of
     deferred compensation under Section 6.

          e. The parties shall promptly  submit any dispute or claim arising out
     of or in  respect  to  Section  3(d)  (i.e.,  a  dispute  as to  whether  a
     termination  of   Executive's   employment  was  for  "Cause")  to  binding
     arbitration  before one arbitrator  ("Arbitrator").  The parties agree that
     binding  arbitration  shall be the sole means of resolving any such dispute
     or claim.  The laws of the state where the  Executive  shall have been most
     recently employed by the Company shall apply to any arbitration  hereunder.
     The  Arbitrator  shall be an active member of the bar in the state in which
     the  arbitration  shall occur,  specializing  for at least fifteen years in
     corporate  and business  law. The American  Arbitration  Association  shall
     select the Arbitrator,  upon the request of either side,  within 30 days of
     request.  The  arbitration  shall be held in the  state in which  Executive
     shall have been most recently  employed by Company,  in accordance with the
     then-current   provisions   of  the  rules  of  the  American   Arbitration
     Association,  except as otherwise provided herein. No party shall seek, and
     neither  the  Arbitrator  nor any  court  shall  award,  punitive  or other
     exemplary  damages  respecting any dispute relating to Section 3(d) of this
     Agreement.  The costs of the  Arbitration  proceeding and any proceeding in
     court to confirm or to vacate any arbitration  award or to obtain temporary
     or preliminary  injunctive relief as provided herein, as applicable,  shall
     be borne by the  unsuccessful  party  and shall be  awarded  as part of the
     Arbitrator's decision,  unless the Arbitrator shall otherwise allocate such
     costs,  for the reasons set forth, in such decision.  Any judgment upon any
     award  rendered  by the  Arbitrator  may be entered in and  enforced by any
     court of  competent  jurisdiction.  The  parties  expressly  consent to the
     jurisdiction  of the  courts  (Federal  and  state)  in the  state in which
     Executive shall have been most recently  employed by the Company to enforce
     any award of the  Arbitrator  or to render any  provisional  or  injunctive
     relief  in  connection  with  or in  aid of the  Arbitration.  The  parties
     expressly  consent to the personal and subject matter  jurisdiction  of the
     Arbitrator to arbitrate any and all matters to be submitted to  arbitration
     hereunder.  None of the parties  hereto  shall  challenge  any  arbitration
     hereunder  on the  grounds  that any party  necessary  to such  arbitration
     (including,  without limitation, the parties hereto) shall have been absent
     from such arbitration for any reason, including,  without limitation,  that
     such party shall have been the subject of any  bankruptcy,  reorganization,
     or insolvency  proceeding.  This Section 3(e) shall not prevent the Company
     from seeking or obtaining  temporary or preliminary  injunctive relief in a
     court for any breach or threatened  breach of  Executive's  obligations  or
     responsibilities to the Company.  This arbitration clause shall survive the
     termination of this Agreement. ALL PARTIES WAIVE TRIAL BY JURY WITH RESPECT
     TO ANY DISPUTE ARISING UNDER SECTION 3(d) OF THIS AGREEMENT.
<PAGE>

     4. Payment of Deferred Compensation.

          a. Except as provided in Section 6, after a Deferred Compensation Unit
     vests,  no payment shall be made with respect to the Deferred  Compensation
     Unit until the  occurrence  of a  Triggering  Event.  Except as provided in
     Section  4(b),  within  sixty (60) days  after any  Triggering  Event,  the
     Company shall pay to Executive, in cash or other immediately payable funds,
     an amount  (the  "Triggered  Deferred  Compensation  Amount")  equal to the
     excess of:

               i) the product obtained by multiplying

                    (1) the  value  of a  Deferred  Compensation  Unit as of the
               Triggering Event, determined in accordance with Section 5; by

                    (2) the lesser of

                         (a)   the   number   of   remaining   vested   Deferred
                    Compensation   Units   credited  to   Executive's   Deferred
                    Compensation  Account  determined  immediately  prior to the
                    Triggering Event; and

                         (b)  the  number  of  Stock  Shares  as  to  which  the
                    Triggering Event has occurred; over

               ii)  the  product  obtained  by  multiplying

                         (1) the sum of the  respective  quotients  obtained  by
                    dividing

                         (a)  each  amount  that  has  been  paid to  Executive,
                    pursuant to Section 6(a), as an Accelerated  DCA Payment (as
                    defined  in Section  6(a)),  or that would have been so paid
                    but for the operation of Section 6(b), by

                         (b) the number of shares of Class B Common Stock issued
                    or issuable  under the Company's  2001 Stock  Incentive Plan
                    ("Plan Shares")  constituting  the numerator of the fraction
                    referred  to in clause  (a)(ii) of Section 6 used to compute
                    such amount; by
<PAGE>


                         (2) the lesser of:

                         (a)   the   number   of   remaining   vested   Deferred
                    Compensation   Units   credited  to   Executive's   Deferred
                    Compensation  Account  determined  immediately  prior to the
                    Triggering Event; and

                         (b)  the  number  of  Stock  Shares  as  to  which  the

                    Triggering Event has occurred.

               b.  Notwithstanding  Section  4(a),  (i) in the  event  that  the
          payment  hereunder would impair the Company's cash flow, as reasonably
          determined  by the Board in its sole  discretion  (which may take into
          account,  without  limitation,  other deferred  compensation  payments
          under other  deferred  compensation  agreements) or (ii) to the extent
          required by any credit  agreement  or similar  instrument,  in lieu of
          paying the entire Triggered Deferred  Compensation  Amount in a single
          payment,   the  Company  may  elect  to  pay  the  Triggered  Deferred
          Compensation  Amount in equal installments over a period not exceeding
          five years,  with installment  payments being made not less frequently
          than annually and the first  installment  payment being made not later
          than 60 days after the Triggering Event; provided, however, that on or
          before the  consummation  of any Change in Control,  the Company shall
          pay  Executive  the full,  unpaid  balance of the  Triggered  Deferred
          Compensation  Amount.  In the event that the Company elects to pay the
          Triggered Deferred  Compensation  Amount in installments,  interest on
          the  unpaid  balance  shall be  calculated  using the prime  rate,  as
          published in the Wall Street  Journal or a similar  publication on the
          date prior to each payment date.

               c.  Upon  the  making  of  payment  of  the  Triggered   Deferred
          Compensation  Amount (or, if applicable  pursuant to Section 4(b), the
          commencement of payment),  the number of vested Deferred  Compensation
          Units credited to Executive's  Deferred  Compensation Account shall be
          reduced by the lesser of (A) the number of remaining  vested  Deferred
          Compensation  Units  credited  to  Executive's  Deferred  Compensation
          Account  determined  immediately prior to the Triggering Event and (B)
          the  number  of Stock  Shares  as to which  the  Triggering  Event has
          occurred.

     5.  Value  of  Deferred   Compensation   Unit.  The  value  of  a  Deferred
Compensation Unit as of any date (the "Determination  Date") shall be determined
by dividing  (I) any excess of (A) the sum of (1) the lesser of (i) the total of
the face amounts of the Investor Notes outstanding on the Determination  Date or
(ii) the sum of Enterprise  Value for the fiscal year ended  immediately  before
the  Determination  Date and the CE  Proceeds  plus (2) the  amounts of all cash
repayments of principal and cash payments of interest on the Investor Notes from
the date hereof through the Determination  Date over (B) $60,000,000 by (II) the
Adjusted Shares Outstanding.
<PAGE>

         For purposes of this Section 5, the following definitions shall apply:

               a. "Adjusted Shares Outstanding" shall mean 16,485.

               b. "CE Proceeds"  shall mean the sum of the products  obtained by
          multiplying the exercise price of each CE Security  outstanding on the
          Determination  Date by the number of shares of common  stock  issuable
          upon exercise of such CE Security.

               c.  "CE  Security"  shall  mean  each  warrant  or  stock  option
          exercisable to purchase  Company common stock first  outstanding on or
          before the date of this  Agreement,  insofar as its exercise  price is
          less than the quotient obtained by dividing Enterprise Value as of the
          Determination Date by Adjusted Shares Outstanding.

               d.  "Enterprise  Value" as of the end of a fiscal year shall mean
          any excess of Asset Value over  Consolidated  Debt.  Asset Value as of
          the end of a  fiscal  year  shall  mean  the  sum of (i)  the  product
          obtained by multiplying EBITDA for such fiscal year (including revenue
          from  timber  sales,  but  excluding  sales  of real  estate  or other
          one-time  revenue  items)  as  determined  from the  Company's  annual
          audited income statement for such year, by 7.5, plus, as of the end of
          such  fiscal  year,  (ii)  the  fair  market  value  of real  property
          available for  development,  owned by Company or any subsidiary,  plus
          (iii) the fair  market  value of  Company's  interest  in,  and of the
          interest of any  Company  affiliate  in, the East West joint  ventures
          (which,  for this purpose includes any transaction  between Company or
          any Company  affiliate and East West  Partners,  Inc. or any affiliate
          thereof),  including East West Resort  Development  V, L.P.,  L.L.L.P.
          (collectively,  an "East West Entity"), and any other joint venture or
          transaction as to which Executive has, at Company's request,  provided
          material  assistance in negotiating or overseeing.  Consolidated  Debt
          shall mean the mean of the monthly balances,  as recorded on the books
          of Company or its  subsidiaries in accordance  with GAAP,  during such
          fiscal year of debt for borrowed money,  including short-term debt for
          money borrowed,  capitalized  leases, and redeemable  preferred stock,
          but excluding the Investor Notes or accruals thereon.

               e. "Investor Notes" means the Company's 12% notes made to CIBC WG
          Argosy Merchant Fund 2, L.L.C.,  John Hancock Life Insurance  Company,
          and their affiliates, and to Booth Creek Partners Limited II, L.L.L.P.

                  For purposes of the definition of Adjusted Shares  Outstanding
and for  purposes  of  determining  the number of  Deferred  Compensation  Units
credited to the Executive's Deferred  Compensation Account, the number of shares
outstanding or issued as of any date shall be  appropriately  adjusted for stock
dividends,  stock splits, reverse stock splits, etc. occurring subsequent to the
date hereof.

                  Any  dispute  over  any  accounting   determination  shall  be
resolved  conclusively  by Company's  regularly  engaged  independent  auditors,
applying GAAP  consistently  with Company's past practices,  and, if Company and
Executive  shall  disagree  regarding  fair market value of real property or any
interest referred to in Section 5(d),  clause (iii), a conclusive  determination
shall be made by an appraisal  firm selected by an  accounting  firm selected by
lot from among those of the five largest  United  States  accounting  firms that
shall have had no material  relationship  with Company,  any Company  affiliate,
Executive,  or any member of Executive's  family.  Any determination of the fair
market value of any interest  referred to in Section 5(d), clause (iii) shall be
made without any minority  discount.  The fees and expenses of such  independent
auditors or appraisal firm shall be borne by Company. If the disputed item shall
have been  previously  determined  under  Company's  employment  agreement  with
Elizabeth J. Cole,  under  Company's  employment  agreement with  Christopher P.
Ryman, or under any other employee deferred compensation agreement with Company,
such determination shall bind Company and Executive hereunder.
<PAGE>

                  For   purposes  of   determining   the  value  of  a  Deferred
Compensation  Unit under the  formula set forth in the first  paragraph  of this
Section 5, if the Board  authorizes a  transaction  (or is notified that some or
all  of  its  stockholders  have  entered  into  an  agreement  to  engage  in a
transaction)  which  transaction,  if consummated,  would constitute a Change in
Control, then, for purposes of establishing the value of a Deferred Compensation
Unit under the first  paragraph  of this  Section 5, the Board  shall  equitably
adjust "the Enterprise  Value for the fiscal year ended  immediately  before the
Determination  Date"  based on the  value of the  Company  as  reflected  in the
transaction.

     6. Prepayments of Deferred Compensation.

          a. Subject to Section 6(b), at any time a cash payment of principal or
     interest  on the  Investor  Notes,  as  defined  in Section 5 (a "Cash Note
     Payment"),  shall be made that,  together with all other Cash Note Payments
     made after the date hereof, exceeds $60,000,000 (such Cash Note Payment, to
     the  extent of such  excess,  being  referred  to herein as a "Note  Excess
     Payment"),  the Company  shall pay to Executive an amount (an  "Accelerated
     DCA Payment") equal to the product obtained by multiplying:

               i) the excess of:

                    (1) the quotient obtained by dividing

                         (a) such Note Excess Payment by

                         (b) .85; over

                    (2) the Note Excess Payment; by

               ii) a  fraction,  the  numerator  of which shall be the number of
          Plan  Shares  then held (or  subject  to stock  options  then held) by
          Executive,  whether or not vested,  and the denominator of which shall
          be 2,473, as appropriately adjusted for stock dividends, stock splits,
          reverse stock splits,  etc., occurring subsequent to the date of issue
          of the Plan Shares.

          b.  Notwithstanding  Section 6(a), no Accelerated DCA Payment shall be
     made to Executive  pursuant to the preceding  sentence at the time any Cash
     Note Payment shall be made from proceeds of an initial  public  offering of
     Company equity securities registered under the Securities Act (an "IPO") or
     during the period of not less than six nor more than 12 months following an
     IPO during which Executive shall,  pursuant to the  Stockholders  Agreement
     between Executive,  Christopher P. Ryman, Elizabeth J. Cole, Brian J. Pope,
     John Hancock Life Insurance Company, Hancock Mezzanine Partners, L.P., CIBC
     WG Argosy  Merchant Fund 2, L.L.C.,  Co-Investment  Merchant Fund, LLC, and
     the  Company  (the  "Stockholders  Agreement"),  refrain  from  selling any
     Company  common  stock  (the  "Lockup  Period")  but,  subject  to the next
     sentence,  within five days following the end of the Lockup Period, Company
     shall pay Executive an amount (a "Deferred  Accelerated DCA Payment") equal
     to one quarter of the total of all  Accelerated  DCA Payments  that Company
     would have made  pursuant to Section  6(a),  but for the  operation of this
     Section 6(b),  computed  without regard to the effect of the next sentence,
     and Company shall pay to Executive three  additional  Deferred  Accelerated
     DCA  Payments,  in amount equal to the first one, at the end of each of the
     sixth, 12th, and 18th month after the end of the Lockup Period. There shall
     be deducted from any  Accelerated  DCA Payment or Deferred  Accelerated DCA
     Payment an amount (a "DCA Vesting  Deduction")  equal to the  percentage of
     Executive's  Plan Shares  that are not vested at the time such  Accelerated
     DCA Payment or Deferred  Accelerated DCA Payment shall be payable.  At each
     time  that  Executive's  Plan  Shares  shall  vest,  Company  shall  pay to
     Executive an amount (a "DCA Vesting  Payment")  bearing the same proportion
     to the amount of each DCA Vesting Deduction  theretofore made as the number
     of Plan  Shares so vesting  shall bear to the  number of  Executive's  Plan
     Shares  that  shall have  remained  unvested  at the time such DCA  Vesting
     Deduction shall have been made. Upon the occurrence of a Change in Control,
     Company  shall  pay to  Executive  an  amount  equal  to the sum of all DCA
     Vesting  Deductions  theretofore  made over the  amount of all DCA  Vesting
     Payments  theretofore  made and,  thereafter,  the two preceding  sentences
     shall have no further effect.

     7. Unfunded Obligation.

          a. Deferred amounts to be paid to Executive  pursuant to the Agreement
     shall constitute an unfunded  obligation of the Company.  The establishment
     of the Deferred  Compensation Account and the crediting thereto of Deferred
     Compensation Units is solely for accounting purposes. Deferred Compensation
     Units are not property and the crediting of Deferred  Compensation Units to
     the Deferred Compensation Account does not convey to Executive any property
     rights in the Company or any of its assets.

          b. Executive shall be a general unsecured creditor of the Company with
     respect to amounts  payable  hereunder;  the  Agreement  constitutes a mere
     promise by the Company to make benefit payments in the future.

          c. The  Company  may,  but  need  not,  arrange  for the  purchase  of
     insurance  contracts  or other  assets and may,  but need not,  establish a
     so-called "rabbi trust" or other informal funding vehicle to facilitate the
     payment  of  benefits  and  to  discharge  the  liability  of  the  Company
     hereunder.  The  making of any such  investments  and/or  the  creation  or
     maintenance  of  memorandum  accounts  or a rabbi  trust or other  informal
     funding  vehicles  shall  not,  however,  be  deemed to create a trust or a
     fiduciary  relationship  between  the Company and  Executive  or  otherwise
     confer on Executive or his/her creditors a vested or beneficial interest in
     any assets of the Company whatsoever. Executive shall have no claim against
     the  Company  for any  changes  in the  value of any  assets  which  may be
     invested or reinvested by the Company with respect to the Agreement.


<PAGE>

     8.  Adjustments  to  Deferred  Compensation  Units.  The number of Deferred
Compensation Units outstanding,  and the value of a Deferred  Compensation Unit,
shall be adjusted by the Board to equitably reflect any changes in the number of
shares of Common  Stock  outstanding.  In the event that the  Company (i) pays a
dividend  or other  distribution  on its Common  Stock in shares of any class or
series of its capital stock;  (ii) subdivides its  outstanding  shares of Common
Stock;  (iii)  combines  its  outstanding  shares of Common Stock into a smaller
number of shares of Common Stock; or (iv) issues any shares of its capital stock
in a  reclassification  of Common Stock,  the Board shall make any or all of the
following  adjustments as it deems  appropriate to equitably reflect such event:
(A) adjust the aggregate  number of Deferred  Compensation  Units subject to the
Agreement;  (B)  revise  the  definition  of a  Triggering  Event  such that the
deferred  compensation payment obligation hereunder tracks a security other than
(or in addition to) Common Stock;  and (C) make any other equitable  adjustments
or take such other equitable actions as the Board, in its discretion, shall deem
appropriate.  Without  limiting the foregoing,  the adjustments  provided for in
this Section  shall not be made in the event that the Company  issues any shares
of its capital stock for consideration received.

     9. Impact of Stock Share Transfers at Death. If Executive  transfers any or
all of the Stock  Shares at death,  by will or  intestacy,  to a person or other
party (an "Inheritor")  (i) the  determination of whether a Triggering Event has
occurred  with  respect  to the  Stock  Shares so  transferred  shall be made by
reference  to sales  and  transfers  by the  Inheritor;  and  (ii) the  deferred
compensation  payment due upon the occurrence of a Triggering Event with respect
to such Stock Shares shall be made to the Inheritor.

     10. Nonassignment; Payments After Death.

          a. Subject, in the case of death, to Sections 9 and 10(b), Executive's
     right  to the  payment  of  any  amounts  hereunder  may  not be  assigned,
     transferred,  pledged or encumbered nor shall such right or other interests
     be subject to attachment, garnishment, execution, or other legal process.

          b. In the event that  Executive  dies after a  Triggering  Event,  but
     before the Company has made payment to Executive for such Triggering Event,
     the Company shall make the deferred  compensation  payment due with respect
     to such Triggering Event to Executive's estate.

     11. Tax Withholding. Appropriate taxes, as determined by the Company, shall
be  withheld  from  payments  made to  Executive  hereunder.  To the  extent tax
withholding is payable in connection with Executive's deferral of income, rather
than in connection with the payment of deferred amounts, such withholding may be
made by the Company from other wages and salary currently payable to Executive.

     12. No Right to Continued Employment.  Nothing herein shall be construed to
confer upon Executive any right to continued  employment  with the Company,  nor
shall  the  Agreement  interfere  in any way with the  right of the  Company  to
terminate  Executive's  employment  at any time  without  assigning  any  reason
therefor.

     13.  Transfer  to and  from  Affiliates.  For  purposes  of this  Agreement
"employment"  shall  include  all  periods of  employment  with any entity  that
directly or through one or more intermediaries,  is controlled by the Company (a
"Company Affiliate"),  and a transfer from the Company to a Company Affiliate or
visa versa,  or a transfer  from one Company  Affiliate to another,  will not be
treated as a termination of employment.
<PAGE>

     14. No Shareholder Rights. Nothing herein shall be construed to confer upon
Executive  any  rights  of a  shareholder  of the  Company,  including,  without
limitation, the right to vote or receive dividends.

     15.  Replacement of Prior Agreements.  This Agreement sets forth the entire
understanding  of the parties  with respect to the subject  matter  provided for
herein,  and  supersedes  any and all  existing  agreements  between the parties
concerning such subject matter.  Executive hereby waives any and all claims that
may exist on the date hereof (including,  but not limited to, contingent claims)
arising from any oral or written  agreement between the parties which relates to
the subject matter provided for herein.

     16. Exclusion from Benefit  Computations.  Except as expressly specified in
the applicable plan or program,  no amount payable hereunder shall be considered
salary,  wages or compensation  for purposes of determining the amount or nature
of benefits that Executive is entitled to receive under any Company benefit plan
or program.

     17. Law to Govern. All questions pertaining to the construction, regulation
validity and effect of the  provisions of the  Agreement  shall be determined in
accordance with the internal laws of the  jurisdiction of  incorporation  of the
Company (without regard to conflicts of laws).

                  IN WITNESS  WHEREOF,  the Company and  Executive  have entered
into this Agreement as of the date first set forth above.



                                    BOOTH CREEK SKI GROUP, INC.


                                    By: / s / Christopher P. Ryman
                                    ------------------------------
                                    Name:  Christopher P. Ryman
                                    Title: President and Chief Operating Officer



                                    / s /  Timothy H. Beck
                                    ----------------------
                                    Timothy H. Beck


</TEXT>
</DOCUMENT>
