AMERICAN SKIING CO /ME
SUGARBUSH PURCHASE AND SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1 MATERIAL CON
<SEQUENCE>3
<FILENAME>q10210q1.txt
<DESCRIPTION>SUGARBUSH PURCHASE AND SALE AGREEMENT
<TEXT>
                           PURCHASE AND SALE AGREEMENT


                                      among

                         SUGARBUSH RESORT HOLDINGS, INC.

                             AMERICAN SKIING COMPANY

                                       and

                            SUMMIT VENTURES NE, INC.






                          Dated as of September 7, 2001





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                                TABLE OF CONTENTS

                                                                            Page


ARTICLE 1......................................................................1

   SECTION 1.1.  REAL PROPERTY.................................................1
   SECTION 1.2.  STOCK.........................................................1
   SECTION 1.3.  SKI AREA IMPROVEMENTS.........................................2
   SECTION 1.4.  PERSONAL PROPERTY.............................................2
   SECTION 1.5.  LICENSES AND PERMITS..........................................2
   SECTION 1.6.  BOOKS, RECORDS................................................2
   SECTION 1.7.  INTELLECTUAL PROPERTY.........................................2
   SECTION 1.8.  CONTRACT RIGHTS...............................................2
   SECTION 1.9.  CLAIMS, SUITS, ETC............................................3
   SECTION 1.10.  ACCOUNTS RECEIVABLE; DEPOSITS................................3

ARTICLE 2......................................................................3

   SECTION 2.1. CASH...........................................................3
   SECTION 2.2.  ACCOUNTS RECEIVABLE...........................................4
   SECTION 2.3.  OTHER ASSETS..................................................4

ARTICLE 3......................................................................4

   SECTION 3.1.  NO ASSUMPTION BY PURCHASER....................................4

ARTICLE 4......................................................................5

   SECTION 4.1.  PURCHASE PRICE................................................5
   SECTION 4.2.  PURCHASE PRICE ADJUSTMENTS....................................5
   SECTION 4.3.  ADJUSTMENT FOR TAXES, PREPAYMENTS AND DEPOSITS................6
   SECTION 4.4.  ADJUSTMENT FOR UTILITIES......................................6
   SECTION 4.5.  EMPLOYMENT PROVISIONS.........................................7
   SECTION 4.6.  TRANSFER TAXES................................................7
   SECTION 4.7.  ADJUSTMENT PAYMENT............................................7

ARTICLE 5......................................................................7

   SECTION 5.1.  CLOSING.......................................................7

ARTICLE 6......................................................................7

   SECTION 6.1.  CORPORATE ORGANIZATION........................................7
   SECTION 6.2.  AUTHORIZATION OF AGREEMENT....................................8
   SECTION 6.3.  COMPLIANCE WITH LAWS..........................................8
   SECTION 6.4.  CONSENTS AND APPROVALS........................................8
   SECTION 6.5.  LICENSES AND PERMITS..........................................8
   SECTION 6.6.  ENVIRONMENTAL MATTERS; HEALTH AND SAFETY......................9
   SECTION 6.7.  TITLE.........................................................9
   SECTION 6.8.  LITIGATION....................................................9
   SECTION 6.9.  WARRANTY OF PURCHASED ASSETS.................................10


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   SECTION 6.10.  SELLER NOT FOREIGN PERSON...................................10
   SECTION 6.11.  TAXES.......................................................10
   SECTION 6.12.  CONTRACTS AND COMMITMENTS...................................10
   SECTION 6.13.  INTELLECTUAL PROPERTY.......................................10
   SECTION 6.14.  EMPLOYEE BENEFIT PLANS; LABOR MATTERS.......................12
   SECTION 6.15.  BANKRUPTCY..................................................13
   SECTION 6.16.  FINANCIAL STATEMENTS........................................13
   SECTION 6.17.  ABSENCE OF CERTAIN CHANGES..................................13
   SECTION 6.18.  BROKERS.....................................................13
   SECTION 6.19.  GENERAL PROVISIONS REGARDING ARTICLE 6......................13
   SECTION 6.20.  CAPITALIZATION OF SUBSIDIARIES..............................14

ARTICLE 7.....................................................................15

   SECTION 7.1.  ORGANIZATION AND QUALIFICATION...............................15
   SECTION 7.2.  AUTHORITY....................................................15
   SECTION 7.3.  NO CONFLICTS.................................................15
   SECTION 7.4.  REQUIRED FILINGS AND CONSENTS................................16
   SECTION 7.5.  LITIGATION...................................................16
   SECTION 7.6.  BROKERS......................................................16
   SECTION 7.7.  GENERAL PROVISIONS REGARDING ARTICLE 7.......................16

ARTICLE 8.....................................................................16

   SECTION 8.1.  COMPLIANCE...................................................16
   SECTION 8.2.  NO MATERIAL ADVERSE CHANGE...................................17
   SECTION 8.3.  CLOSING DOCUMENTS............................................17
   SECTION 8.4.  PERMITS AND LICENSES.........................................18
   SECTION 8.5.  FAILURE TO DELIVER THE PURCHASED ASSETS BY THE FIRST
                 CLOSING DATE.................................................18
   SECTION 8.6.  LITIGATION AND REGULATORY ACTION.............................19
   SECTION 8.7.  FINANCING CONTINGENCY........................................19

ARTICLE 9.....................................................................19

   SECTION 9.1.  COMPLIANCE...................................................19
   SECTION 9.2.  CLOSING DOCUMENTS............................................19
   SECTION 9.3.  PAYMENT OF MONEY.............................................19
   SECTION 9.4. LITIGATION AND REGULATORY ACTION..............................20
   SECTION 9.5. REPLACEMENT BOND..............................................20
   SECTION 9.6.  LENDER APPROVAL..............................................20

ARTICLE 10....................................................................20

   SECTION 10.1.  CONDUCT OF BUSINESS.........................................20
   SECTION 10.2.  RISK OF LOSS................................................21
   SECTION 10.3.  ACCESS......................................................22
   SECTION 10.4.  CONSENT OF THIRD PARTIES....................................22
   SECTION 10.5.  INSURANCE COVERAGE..........................................22
   SECTION 10.6.  NO SOLICITATION; NO PUBLICITY...............................22


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   SECTION 10.7.  USE OF CUSTOMER LIST AND DATA...............................22

ARTICLE 11....................................................................23

   SECTION 11.1.  SELLER'S AND ASC'S INDEMNITY................................23
   SECTION 11.2.  PURCHASER'S INDEMNITY.......................................23
   SECTION 11.3.  METHOD OF ASSERTING CLAIMS..................................23
   SECTION 11.4.  ADDITIONAL INDEMNIFICATION PROVISIONS.......................25

ARTICLE 12....................................................................25

   SECTION 12.1.  TERMINATION.................................................25
   SECTION 12.2.  EFFECT OF TERMINATION.......................................26
   SECTION 12.3.  DAMAGES, EXPENSES AND FEES FOLLOWING CERTAIN TERMINATION
                  EVENTS......................................................26
   SECTION 12.4.  SPECIFIC PERFORMANCE........................................28

ARTICLE 13....................................................................28

   SECTION 13.1.  CONSENTS TO ASSIGNMENT BY THIRD PARTIES.....................28
   SECTION 13.2.  CONFIDENTIALITY.............................................29
   SECTION 13.3.  REPRESENTATIONS AND WARRANTIES..............................29
   SECTION 13.4.  FURTHER ASSURANCES..........................................29
   SECTION 13.5.  PURCHASE PRICE ALLOCATION...................................29
   SECTION 13.6.  AMENDMENT...................................................29
   SECTION 13.7.  GOVERNING LAW; SEVERABILITY.................................29
   SECTION 13.8.  RETENTION OF BOOKS AND RECORDS..............................30
   SECTION 13.9.  WAIVER......................................................30
   SECTION 13.10.  HEADINGS...................................................30
   SECTION 13.11.  COUNTERPARTS...............................................30
   SECTION 13.12.  NOTICES....................................................30
   SECTION 13.13.  BENEFIT....................................................31
   SECTION 13.14.  EXPENSES...................................................31
   SECTION 13.15.  PUBLIC ANNOUNCEMENT........................................32
   SECTION 13.16.  THIRD PARTY BENEFICIARIES..................................32
   SECTION 13.17.  NOTICES UNDER 32 V.S.A. 3260(A) AND 21 V.S.A. 1322(B)......32
   SECTION 13.18.  ENTIRE AGREEMENT; INTERPRETATION...........................32
   SECTION 13.19.  TIME OF THE ESSENCE........................................32


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Exhibits

Exhibit "A"          -     Escrow Agreement
Exhibit "B"          -     Opinion of Counsel to Seller
Exhibit "C"          -     Opinion of Counsel to Purchaser
Exhibit "D-1"        -     Specimen Gift Certificate
Exhibit "D-2"        -     Specimen Ski Coupon

Schedules

Schedule 1.1 - Real Property
Schedule 1.3 - Ski Area Improvements
Schedule 1.4 - Personal Property
Schedule 1.5 - Licenses and Permits
Schedule 1.7 - Intellectual Property
Schedule 1.8 - Contract Rights
Schedule 2.3 - Other Assets
Schedule 3.1 - Assumed Liabilities
Schedule 3.1A -  Assignment and Assumption Agreement
Schedule 4.2A - Purchase Price Adjustments (Castlerock Lift)
Schedule 4.2B - Purchase Price Adjustments (Remediation Efforts under Permits
and Licenses)
Schedule 4.2C - Purchase Price Adjustments (Capital Expenditures)
Schedule 4.5 - Employees Not Hired by Purchaser
Schedule 6.3 - Compliance with Laws
Schedule 6.4 - Consents and Approvals
Schedule 6.6 - Environmental Matters; Health and Safety
Schedule 6.7 - Title
Schedule 6.8 - Litigation
Schedule 6.9 - Warranty and Purchased Assets
Schedule 6.11 - Taxes
Schedule 6.13 - Intellectual Property
Schedule 6.14 - Employee Benefit Plans; Labor Matters
Schedule 6.20 - Capitalization of Subsidiaries
Schedule 8.3 - Real Estate Encumbrances to be Discharged
Schedule 10.1(b) - Conduct of Business




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                           PURCHASE AND SALE AGREEMENT

         This Purchase and Sale Agreement (the "Agreement") is by and among
SUGARBUSH RESORT HOLDINGS, INC., a Vermont corporation ("Seller"), AMERICAN
SKIING COMPANY, a Delaware corporation and the sole shareholder of Seller
("ASC"), and SUMMIT VENTURES NE, INC. ("Purchaser"), a Delaware corporation.

                                   Background

         Seller owns and operates businesses engaged in the ski, lodging and
recreation business and related activities at the ski resort known as Sugarbush,
including operating the ski areas known as Lincoln Peak and Mt. Ellen, an
eighteen-hole golf course, and a hotel and associated facilities known as the
Sugarbush Inn (collectively the "Business"). Seller is willing to sell to
Purchaser and Purchaser is willing to purchase from Seller certain of the
assets, real estate, and shares of stock used by Seller in the Business, upon
the terms and conditions set forth herein. To induce Purchaser to purchase such
assets, ASC has agreed to join with the Seller in making certain
representations, warranties, covenants and agreements, all as more particularly
set forth in this Agreement below.

                           N O W , T H E R E F O R E ,

         In consideration of the premises and the mutual covenants and
agreements herein set forth, and in reliance on the representations and
warranties contained herein, the parties hereby agree as follows:

                                    ARTICLE 1

                                Purchase and Sale

         Seller hereby agrees to sell, assign, convey, transfer and set over to
the Purchaser and Purchaser hereby agrees to purchase, acquire and accept
delivery from Seller on the First Closing Date (as hereinafter defined) on the
terms and subject to the conditions set forth in this Agreement, all of Seller's
rights, title and interest in and to the following assets (other than the MWC
Stock) ("Purchased Assets") and, in accordance with Section 5 hereof, on the
Second Closing Date (as hereinafter defined), all of Seller's rights, title and
interest in and to the MWC Stock (as hereinafter defined):

         Section 1.1. Real Property. All real property owned by Seller, together
with all buildings and other improvements located thereon, including without
limitation the real property described in Schedule 1.1; together with all
leasehold interests, surface, air and mineral rights, easements, rights of way,
water or riparian rights and appurtenances and beneficial interests of any
nature belonging to Seller, which are appurtenant to, adjoining or adjacent to
such real estate, including any interest in adjoining or adjacent highways,
roads, streets and lanes, whether public or private, used by Seller for the
benefit of such real estate, and including all development rights owned by
Seller (all such real estate being hereinafter referred to as the "Real
Estate").


         Section 1.2. Stock. All right, title and interest of Seller in and to
any and all other corporations, partnerships, limited liability companies or
other entities in which Seller may have an interest, including, without
limitation:


         (a)      the capital stock ("Restaurants Stock") of Sugarbush
                  Restaurants, Inc. ("Restaurants");




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         (b)      the capital stock ("Club Sugarbush Stock") of Club Sugarbush,
                  Inc. ("Club Sugarbush");

         (c)      the capital stock ("MWT Stock") of Mountain Wastewater
                  Treatment, Inc. ("MWT"); and

         (d)      the capital stock ("MWC Stock") of Mountain Water Company
                  ("MWC").

(Restaurants, Club Sugarbush, MWT and MWC are hereinafter collectively referred
to as the "Subsidiaries").

         Section 1.3. Ski Area Improvements. All buildings (including, without
limitation, lift buildings, base lodges, golf center, the Sugarbush Inn, sports
center, commercial condominium units, service buildings and pumphouse
buildings), structures, lifts, towers, snowmaking equipment, fixtures and other
improvements owned by the Seller which are utilized in any way in the operation
of the Lincoln Peak or Mt. Ellen resorts (collectively the "Ski Areas"),
including those disclosed in Schedule 1.3 (the "Ski Area Improvements").


         Section 1.4. Personal Property. All inventory, rental inventory,
supplies, materials, computers, software, phone equipment, vehicles, groomers,
machinery and equipment, furniture and other personal property of any nature
whatsoever (including any leasehold interests in the same) owned by Seller which
are utilized in any way in the operation of the Business, including without
limitation the personal property disclosed in Schedule 1.4 (the "Personal
Property").


         Section 1.5. Licenses and Permits. All right, title and interest in,
and all rights and benefits under, any and all transferable governmental
licenses, permits and approvals owned or held by Seller and relating to the
Purchased Assets or the Business, activities or enterprises operated or engaged
in at, or in any way involving, the Purchased Assets, including but not limited
to the licenses and permits listed on Schedule 1.5 ("Assumed Permits").


         Section 1.6. Books, Records. All books, records, reports, studies, data
and other information owned by or under the control of Seller relating in any
way to the Business or the Purchased Assets ("Records") including, without
limitation all right, title and interest in and to the list of Seller's
customers, whether in possession of Seller or ASC or any affiliates of ASC,
subject, however, to the Seller's continued retention of certain rights as to
its customer list under the provisions of Section 10.8, but excluding the
corporate minute books, stock transfer ledger and accounting records of Seller,
provided that copies of the accounting records shall be made available to the
Purchaser at the Purchaser's request.


         Section 1.7. Intellectual Property. All rights to any trademarks,
tradenames, servicemarks (whether or not registered), registrations thereof,
applications for registration, copyrights (whether or not registered) and any
applications for registration, relating to or associated with the Business,
including without limitation those disclosed on Schedule 1.7 and excluding such
of the foregoing as are designated as excluded from this transaction on Schedule
1.7 ("Intellectual Property Rights").


         Section 1.8. Contract Rights. All of the right, title and interest of
Seller or any Subsidiary in, to or under any and all contracts, agreements,
leases and commitments, and all amendments, extensions, renewals, substitutions
and replacements thereof, necessary for or relating to, the Purchased Assets or


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the business, including the contracts identified on Schedule 1.8 as "Assumed
Contract," and specifically excluding the contracts identified on Schedule 1.8
as "Non-Assumed Contract."


         Section 1.9. Claims, Suits, Etc. All claims, suits, and causes of
action that Seller or any Subsidiary has against third parties with respect to
the Business or Purchased Assets, including, without limitation, any rights or
claims arising from manufacturer warranties with respect to machinery and
equipment included in the Purchased Assets; provided, however, that any claims,
suits and causes of action, known or unknown, that Seller or any Subsidiary may
have against ASC or any of its direct or indirect subsidiaries shall be released
and forever discharged, effective as of the Closing Date, without further action
by Seller or any subsidiary; provided, further, that nothing contained herein
shall vitiate any of Purchaser's rights pursuant to Article 11 hereof.


         Section 1.10. Accounts Receivable; Deposits. All of Seller's and the
Subsidiaries' accounts receivable for services to be performed or for the use of
any of the Purchased Assets on or after the Closing and all deposits, prepaid
amounts and refunds, including, without limitation, all amounts actually
received by Seller for single-resort season ski passes and related programs
being promoted in current marketing materials (copies of which have been made
available to Purchaser) at the Ski Areas for the 2001-02 ski season, all amounts
received by MWT or MWC in advance billings for services to be provided after the
Closing, a prorated portion of all amounts received by Seller prior to the
Closing for memberships at Sugarbush Health & Racket Club extending beyond the
Closing Date, and all amounts actually received by Seller for lodging at the
Business after the Closing. In further consideration of the assumption by
Purchaser of certain of the liabilities disclosed in Schedule 3.1 hereof, within
fifteen (15) days after the end of each calendar month ending following the
Closing Date, Seller or ASC shall remit to Purchaser: (a) any amounts actually
received during such calendar month by Seller (or its affiliates, as applicable)
described in the immediately preceding sentence; (b) the face amount of any gift
certificates issued by Seller (or its affiliates) on or prior to the Closing
Date with respect to the Business which are presented to and honored by
Purchaser and which were valid and unexpired when presented and honored; and (c)
the face amount of any valid and unexpired coupons issued by First USA/Visa
prior to the Closing Date and which are presented to and honored by Purchaser
with respect to ski tickets at the Business. Attached hereto as Exhibits D-1 and
D-2, respectively, are true and correct specimens of the gift certificate issued
by Seller and the coupon issued by First USA/Visa for use at the Ski Areas in
the 2001-02 ski season.

         It is the intention of Seller and Purchaser that the foregoing
description of the Purchased Assets be construed broadly so as to identify any
and all real, personal or mixed property and property interests, of any nature
whatsoever, owned by the Seller that constitutes, relates to or is in any way
associated with the Business, other than Excluded Assets (as hereinafter
defined).

                                    ARTICLE 2

                                 Excluded Assets

         The assets listed below shall be excluded from the Purchased Assets
(the "Excluded Assets"):

         Section 2.1. Cash. All of Seller's cash on hand and any cash
equivalents in the form of bank accounts, investment securities (other than the
Restaurants Stock, the Club Sugarbush Stock, the MWC Stock and the MWT Stock)
and other deposits, prepaid expenses and refunds, excepting those identified in
Section 1.10.



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         Section 2.2. Accounts Receivable. Except as otherwise specifically
provided in Section 1.10, all of Seller's accounts receivable.


         Section 2.3. Other Assets. Assets disclosed on Schedule 2.3, if any.

                                    ARTICLE 3

                          No Assumption of Liabilities

         Section 3.1. No Assumption by Purchaser. Except for the liabilities of
Seller and the Subsidiaries assumed by Purchaser as disclosed on Schedule 3.1
hereof ("Assumed Liabilities") and the liabilities of ASC under certain 90 day
equipment leases and contracts (the "90-Day Assumed Contracts") as they relate
to the Business (as identified on Attachment 1 to the Assignment and Assumption
Agreement attached hereto as Schedule 3.1A), Purchaser does not, and shall not
be obligated to, assume or become liable for any of ASC's, Seller's or the
Subsidiaries' liabilities, obligations, debts, contracts or other commitments
whatsoever, whether known or unknown, fixed or contingent, now existing or
hereafter arising, including, without limitation, the following excluded
liabilities:

         (a)      All liabilities for federal, state, local and foreign income,
                  sales, property or other taxes of Seller or the Subsidiaries,
                  for employee FICA taxes or employer FICA and unemployment
                  taxes, for taxes (including sales and use taxes) arising prior
                  to the Closing, and any liabilities for franchise taxes or
                  license fees of Seller or the Subsidiaries;

         (b)      All liabilities of Seller or the Subsidiaries under leases,
                  contracts, insurance policies, commitments, sales orders,
                  purchase orders, permits, licenses and governmental orders,
                  directives and agreements which are not Assumed Liabilities
                  and any liabilities for retrospective or similar insurance
                  premium adjustments;

         (c)      All liabilities of Seller or the Subsidiaries pertaining to
                  its or their employees, including without limitation,
                  liabilities to pay severance benefits to employees of Seller
                  or the Subsidiaries, any liabilities of Seller or the
                  Subsidiaries under COBRA and other similar laws applicable to
                  terminated employees, all accrued and unpaid salaries, wages,
                  bonuses, and like payroll items which are owed to employees of
                  Seller or the Subsidiaries as of the Closing Date, any
                  liabilities arising out of or in connection with any employee
                  welfare and pension benefit plans of Seller or the
                  Subsidiaries; any liabilities for medical, dental and
                  disability (both long-term and short-term) benefits, whether
                  insured or self-insured, accruing or based upon exposure to
                  conditions, or aggravation of disabilities or condition in
                  existence on or prior to the Closing Date or for claims
                  incurred or disabilities commencing prior to the Closing Date;
                  and

         (d)      Any liabilities (whether asserted before or after the Closing
                  Date) for any breach of a representation, warranty, or
                  covenant, or for any claim for indemnification, under any of
                  the contracts assigned pursuant to Section 1.8 hereof to the
                  extent that such breach or claim arose out of or by virtue of
                  Seller's (or the Subsidiaries') performance thereunder prior
                  to the Closing Date, it being understood that, as between the


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<PAGE>

                  parties hereto, this Subsection (d) shall apply
                  notwithstanding any provisions which may be contained in any
                  form of consent to the assignment of any such contract or
                  document which, by which its terms, imposes such liabilities
                  upon the Purchaser and which assignment is accepted by
                  Purchaser notwithstanding the presence of such a provision,
                  and that failure of Seller or the Subsidiaries to discharge
                  any such liability shall entitle the Purchaser to
                  indemnification in accordance with the provisions of Article
                  11.

At Closing, Purchaser and ASC shall enter into the Assignment and Assumption
Agreement attached hereto as Schedule 3.1A, under which ASC shall assign, and
Purchaser shall assume, the 90-Day Assumed Contracts as they relate to
operations of the Business.

                                    ARTICLE 4

                                Purchase and Sale

         Section 4.1. Purchase Price. In consideration of Seller's sale,
assignment and transfer of the Purchased Assets to Purchaser and Seller's
agreement to perform the terms, covenants and provisions of this Agreement on
its part to be performed, at Closing, (as hereinafter defined), Purchaser will
assume the Assumed Liabilities, and will pay to Seller the following amounts in
the manner and upon the conditions specified below (the "Purchase Price"):

         (a)      Deposit. Upon the execution of this Agreement Six Hundred
                  Twenty Thousand Dollars ($620,000.00) (the "Escrowed Deposit")
                  shall be deposited with First American Title Insurance
                  Company, Boston, Massachusetts, as Escrow Agent, pursuant to
                  the Deposit Escrow Agreement dated as of the date hereof among
                  Purchaser, Seller and Escrow Agent and Two Hundred and Fifty
                  Thousand Dollars ($250,000) (the "Seller Deposit" and,
                  together with the Escrowed Deposit, the "Deposit") shall be
                  delivered to Seller.

                  If the First Closing shall occur, the Seller Deposit plus
                  $320,000 of the Escrowed Deposit together with any earnings on
                  the Deposit to the First Closing Date (as defined in Article
                  5) shall be paid to Seller at the First Closing, to be
                  credited against the portion of the Purchase Price
                  attributable to the Purchased Assets other than the MWC Stock.
                  The remainder of the Escrowed Deposit shall continue to be
                  held in escrow by the Escrow Agent and Seller shall deliver to
                  the Escrow Agent, on the First Closing Date, an executed stock
                  power and the MWC Stock to be held in escrow pending the
                  Second Closing. If the Second Closing shall occur, Purchaser
                  shall pay to Seller at the Second Closing Three Hundred
                  Thousand Dollars ($300,000) as that portion of the Purchase
                  Price allocated to the MWC Stock and the remainder of the
                  Escrowed Deposit, together with any earnings thereon, shall be
                  returned to Purchaser at the Second Closing.

         (b)      Cash at Closing. At the First Closing Purchaser shall pay to
                  Seller the balance of the Purchase Price attributable to the
                  Purchased Assets other than the MWC Stock, i.e. Seven Million
                  Nine Hundred Thousand Dollars ($7,900,000.00), plus the amount
                  of the Deposit payable at the First Closing as provided above,
                  in cash by wire transfer or other acceptable means of
                  delivering same day good funds, and as further adjusted
                  pursuant to the provisions of Sections 4.2 through 4.5 below.

         Section 4.2. Purchase Price Adjustments. The Purchase Price shall be
adjusted: (i) upward in an amount equal to the amounts actually expended by
Seller from the date of this Agreement to and including the First Closing Date
with respect to improvement or maintenance of the Castlerock Lift as set forth


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<PAGE>

in Schedule 4.2A hereof or as consented to by Purchaser in writing in excess of
Ninety Thousand Dollars ($90,000.00) and downward to the extent that such
expenses are less than Ninety Thousand Dollars ($90,000.00); (ii) downward in an
amount equal to the amounts necessary to complete remediation efforts and
repairs required in connection with any permits or licenses to which the Seller
or the Business is subject, as set forth in Schedule 4.2B hereof; (iii) upward
by an amount equal to the aggregate estimated operating cash flow deficits of
Seller and the Subsidiaries for the period beginning on August 20, 2001 to and
including the First Closing Date in an amount which the parties agree shall
equal (A) Seventy Five Thousand Dollars ($75,000.00) per week to and including
September 30, 2001 and (B) One Hundred and Fifty Thousand Dollars ($150,000) per
week on and after October 1, 2001 (with a pro rata adjustment for partial
weeks), (iv) upward for any capital expenditures incurred after August 15, 2001
for any expenditures on Schedule 4.2C hereof, subject to the review and approval
of the Purchaser to confirm the work performed and the value thereof, (v)
downward by the amount payable to Purchaser at the Closing pursuant to the first
sentence of Section 1.10 hereof, and (vi) upward or downward to reflect changes
in the collective inventory of Seller and Subsidiaries subsequent to August 31,
2001 on the basis of an inventory performed by Seller or its designee, the cost
of which inventories shall be divided equally between Purchaser and Seller,
which inventory shall be approved by Purchaser, which approval may not be
unreasonably withheld, delayed or conditioned.

         Section 4.3. Adjustment for Taxes, Prepayments and Deposits. Real
property taxes, personal property taxes, other ad valorem taxes, any
governmental levies, charges or assessments, utilities, water, sewer and any
other charges attributable to the Purchased Assets for the fiscal year during
which the Closing Date occurs as well as any other prepayments and deposits with
respect to the Purchased Assets shall be prorated and adjusted as of the Closing
Date. If the real property taxes or personal property taxes for the fiscal year
during which the Closing Date occurs are not finally determined, then such taxes
for the immediately prior fiscal year shall be used for the purposes of
prorating taxes on the Closing Date, with a further adjustment to be made after
the Closing Date as soon as such taxes are finalized. Installments of special
taxes or assessments with respect to the Purchased Assets which are payable for
the fiscal period in which the Closing Date occurs shall be prorated as of the
Closing Date. Seller's and Purchaser's obligation to make post-Closing Date
adjustments for taxes, prepayments and deposits shall survive the Closing.
Seller's obligations hereunder not funded separately by Seller at Closing shall
be deducted from cash payable to Seller at Closing and paid by Purchaser.

         Section 4.4. Adjustment for Utilities. Seller shall cause all meters
for electricity, gas, oil, water, sewer and other utility usage related to the
Purchased Assets to be read on the Closing Date, and Seller shall pay all
charges for such utilities which have accrued on or prior to the Closing Date.
If the utility companies are unable or refuse to read the meters on the Closing
Date, all charges for such utilities to the extent unpaid shall be prorated and
adjusted as of the Closing Date based on the most recent bills therefor. Seller
shall provide notice to Purchaser within three (3) days before the Closing Date
setting forth: whether utility meters will be read as of the Closing Date; and a
copy of the most recent bill for any utility charges which are to be prorated
and adjusted as of the Closing Date. If the meters cannot be read as of the
Closing Date and, therefore, the most recent bill is used to prorate and adjust
as of the Closing Date, then to the extent that the amount of such prior bill
proves to be more or less than the actual charges for the period in question, a
further adjustment shall be made after the Closing Date as soon as the actual
charges for such utilities are available, which Purchaser shall have read as
soon as possible after the Closing Date. Seller's and Purchaser's obligation to
make such post-Closing Date adjustments for utilities shall survive the Closing.
Seller's obligations hereunder not funded separately by Seller at Closing shall
be deducted from cash payable to Seller at Closing.



                                       6
<PAGE>

         Section 4.5. Employment Provisions. Purchaser agrees to assume the
vacation, sick time and personal time obligations of Seller and the Subsidiaries
to those employees of Seller and the Subsidiaries who are employed by Purchaser
on or after the Closing Date ("Retained Employees"). The parties acknowledge and
agree that Purchaser shall offer employment to all of Seller's current employees
so identified on Schedule 4.5, other than the two individuals so identified on
Schedule 4.5

         Section 4.6. Transfer Taxes. Purchaser shall pay all state or local
transfer tax, deed excise tax (or any other tax based upon the transfer of the
Purchased Assets) and the recording fee for all deeds imposed in connection with
the purchase and sale. Seller shall pay any Vermont Land Gain Tax due upon sale
of the Purchased Assets. Seller's obligations hereunder not funded separately by
Seller at Closing shall be deducted from cash payable to Seller at Closing and
paid by Purchaser.

         Section 4.7. Adjustment Payment. Within five (5) days after the date
upon which the amount of each adjustment which is permitted to be made after the
Closing is finally determined pursuant to this Article 4, payments required
thereby will be made by check or wire transfer payable to the appropriate party.


                                    ARTICLE 5

                                     Closing

         Section 5.1. Closing. The closing (the "First Closing") of the
transaction contemplated by this Agreement (excluding the purchase and sale of
the MWC Stock) will take place at the offices of Gravel and Shea, Burlington,
Vermont, or such other location in the Burlington or Warren, Vermont area as
Purchaser may designate at 10:00 a.m. local time on the fifth business day
following the date upon which all of the conditions precedent set forth in
Articles 8 and 9 of this Agreement (other than the MWC Closing Condition (as
hereinafter defined)) are satisfied or waived by the appropriate party hereto,
or at such other time and place as the parties may agree in writing. The date of
the First Closing is sometimes referred to herein as the "First Closing Date".
The closing (the "Second Closing") of the purchase and sale of the MWC Stock
will take place at the offices of Gravel and Shea, Burlington, Vermont, or such
other location in the Burlington or Warren, Vermont area as Purchaser may
designate at 10:00 a.m., local time, on the fifth business day following the
date upon which the MWC Closing Condition is met, or at such other time and
place as the parties may agree in writing. The date of the Second Closing is
sometimes referred to herein as the "Second Closing Date". References in this
Agreement to the "Closing Date" or the "Closing" shall be deemed to refer to the
First Closing Date and the First Closing with respect to the Purchased Assets
other than the MWC Stock, and to the Second Closing Date and the Second Closing
with respect to the MWC Stock, unless the context otherwise requires.

                                    ARTICLE 6

                Representations and Warranties of Seller and ASC

         Seller and ASC hereby jointly and severally represent and warrant to
Purchaser as follows:

         Section 6.1. Corporate Organization. Seller and each Subsidiary is a
corporation duly organized and legally and validly existing under the laws of
the state of its incorporation. ASC, Seller and each Subsidiary has full power
and authority to own or lease their properties and to carry on their businesses
as now conducted and to execute and deliver this Agreement and to carry out the
terms hereof.





                                       7
<PAGE>


         Section 6.2. Authorization of Agreement. The execution and delivery of
this Agreement and the agreements contemplated hereby (the "Related Agreements")
by Seller and ASC and the performance by Seller and ASC of the obligations to be
performed hereunder and thereunder have been duly authorized by all necessary
and appropriate action by Seller and ASC. The execution and delivery of this
Agreement and the Related Agreements and the consummation of the transactions
contemplated hereby and thereby do not and will not: conflict with, or result in
a breach of, or default under, or permit acceleration of any obligation under,
any of the terms, conditions, or provisions of any note, bond, mortgage,
indenture, license, material agreement or other material instrument or
obligation to which Seller, ASC, or any Subsidiary is a party, or by which it or
any of its properties or assets may be bound or affected; or violate any order,
writ, injunction, decree or statute, or any rule, regulation, permit, license or
conditions thereto; or result in the creation or imposition of any lien, charge
or encumbrance of any nature upon any of the Purchased Assets. This Agreement
and the Related Agreements are valid and binding obligations of Seller and ASC
enforceable in accordance with their terms, subject to equitable principles and
applicable bankruptcy and other creditors' rights laws, regulations and rulings.

         Section 6.3. Compliance with Laws. Except as set forth in Schedule 6.3,
to the best of Seller's knowledge, neither the Seller nor any Subsidiary nor any
of the Purchased Assets is in violation of any applicable federal, state and
local laws, rules, regulations, ordinances, codes or orders ("Laws") governing
or affecting the Purchased Assets or the operation of the Business and neither
the Seller nor any Subsidiary has received written notification of any asserted
material past or present failure by any of them to operate the Purchased Assets
and Business in accordance with any Law and no event has occurred which with
notice or the passage of time would constitute such a violation.


         Section 6.4.  Consents and Approvals.

         (a)      Except as disclosed in Schedule 6.4, no consent, approval or
                  action of, filing with or notice to any governmental or
                  regulatory authority on the part of the Seller or any
                  Subsidiary is required in connection with the execution,
                  delivery and performance of this Agreement or any of the
                  Related Agreements to which it is a party or the consummation
                  of the transactions contemplated hereby or thereby.

         (b)      As of the date hereof, all consents, approvals and actions of,
                  filings with and notices set forth, or which, in accordance
                  with Section 6.4(a), are required to be disclosed, in Schedule
                  6.4 (i) have been duly obtained, made or given, (ii) are not
                  subject to the satisfaction of any condition that has not been
                  satisfied or waived and (iii) are in full force and effect and
                  all terminations or expirations of waiting periods imposed by
                  any governmental or regulatory authority necessary for the
                  confirmation of the transactions contemplated by this
                  Agreement and the Related Agreements have occurred.

         Section 6.5.  Licenses and Permits.

         (a)      No permits, licenses, approvals, clearances or other
                  governmental consents are required for the transfer of the
                  Purchased Assets to Purchaser pursuant to the terms of this
                  Agreement except for the transfer or reissuance of the
                  governmental licenses, permits, authorizations, approvals and
                  certificates identified in Section 1.5 from Seller to
                  Purchaser.

                                       7
<PAGE>
         (b)      Neither Seller nor any Subsidiary has disposed of or permitted
                  to lapse any license, permit or other authorization from any
                  federal, state or local authorities related to the Purchased
                  Assets or the operation of the Business.

         (c)      Except as disclosed in Schedule 1.5, the Licenses and Permits
                  listed on Schedule 1.5 are all of the governmental licenses,
                  permits, authorizations, approvals and certificates known to
                  Seller which are required for use of the Purchased Assets for
                  the Business at full capacity.

         Section 6.6.  Environmental Matters; Health and Safety.

         (a)      Except as disclosed in Schedule 6.6, there are no outstanding
                  or, to Seller's knowledge, threatened actions, claims,
                  proceedings, determinations or judgments by any party,
                  including, but not limited to, any governmental authority or
                  agency, against or involving Seller or any Subsidiary, arising
                  under the Clear Air Act, the Federal Water Pollution Control
                  Act of 1972, the Comprehensive Environmental Response,
                  Compensation and Liability Act of 1980, the Solid Waste
                  Disposal Act, the Resource Conservation and Recovery Act and
                  the Toxic Substances Control Act, and any amendments or
                  extensions of the foregoing statutes, and all other applicable
                  environmental requirements or any other federal, state, local
                  or other environmental, health or safety law, regulation,
                  order or requirement requiring the remediation or removal of
                  an existing condition or substance. Except as disclosed in
                  Schedule 6.6, there are no outstanding or, to the Seller's
                  knowledge, threatened orders, determinations or notices of
                  violation issued by any federal, state, local or other
                  governmental authority administering environmental or health
                  and safety laws in connection with operation of the Purchased
                  Assets or the Business, which have not been complied with or
                  resolved to the satisfaction of such governmental authority.

         (b)      To the knowledge of the Seller and ASC, there are no pending
                  or threatened proceedings to revoke, modify or limit any
                  license or permit to which the Business is subject, or actions
                  seeking fines or penalties, or to enjoin the Seller and ASC in
                  any way in the operation of the Business.

         Section 6.7. Title. Except as disclosed in Schedule 6.7, Seller holds
and shall convey to Purchaser at Closing good and marketable title to all
Purchased Assets (excluding the Real Estate), free of all liens, restrictions
and encumbrances, except such encumbrances as will be discharged at Closing,
applicable zoning and land use laws, regulations, rules and ordinances and such
restrictions as do not interfere with the use of the Purchased Assets for the
Business, and, except as disclosed in Schedules 6.4 and 6.7, the sale of the
Purchased Assets does not require the consent of any person or entity. Except as
disclosed in Schedule 1.8, neither Seller nor any Subsidiary has any material
outstanding leases, licenses, occupancy agreements or any contracts or
agreements with respect to the Purchased Assets.

         Section 6.8. Litigation. Except as disclosed in Schedule 6.8, there is
no action, suit, proceeding at law or in equity by any person or entity, or any
arbitration or any administrative or other proceeding by or before any
governmental or other instrumentality or agency, pending, or, to Seller's
knowledge, threatened, against Seller or any of the Subsidiaries with respect to
the Business or any of the Purchased Assets, including without limitation any
written legal complaints which are unresolved made by customers of MWC or MWT
within eighteen (18) months prior to the Closing Date.



                                       9
<PAGE>

         Section 6.9.  Warranty of Purchased Assets.

         (a)      Except as disclosed in Schedule 6.9, to the knowledge of
                  Seller and ASC, all of the Purchased Assets consisting of
                  buildings, ski lifts, and snowmaking and grooming equipment
                  and machinery material to the operation of the Business are in
                  a state of condition and repair sufficient to permit their
                  operation in accordance with past practices during the
                  2001-2002 ski season.

         (b)      EXCEPT AS SET FORTH SPECIFICALLY IN THIS AGREEMENT, ANY AND
                  ALL WARRANTIES WITH RESPECT TO THE CONDITION OF THE PURCHASED
                  ASSETS ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION
                  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                  PURPOSE.

         Section 6.10. Seller Not Foreign Person. Seller is not a "foreign
person" as defined in Internal Revenue Code (the "Code") Section 1445, and
Seller will execute and deliver to Purchaser at Closing an affidavit in
compliance with Code Section 1445(b)(2).


         Section 6.11. Taxes. Except as described in Schedule 6.11, Seller and
each Subsidiary has timely filed all tax returns, tax information returns and
reports required to be filed through the Closing Date which relate to the
Purchased Assets or the Business and Seller's and each such Subsidiary's
activities, and each has paid all taxes and other charges which have become due
pursuant to such returns and reports, or pursuant to any assessment received by
it, except for any taxes the validity of which Seller or such Subsidiary may be
contesting in good faith in appropriate proceedings. Neither Seller nor any
Subsidiary is delinquent in the payment of any tax assessment or governmental
charge which relates to any of the Purchased Assets, no deficiencies for any
taxes which relate to any of the Purchased Assets have been proposed,
threatened, asserted or assessed against Seller or any Subsidiary, and no
requests for waivers of the time to assess or pay any such tax are pending,
except such as are disclosed in Schedule 6.11 and will be paid and discharged at
Closing. There are no tax liens upon any of the Purchased Assets and no such
liens will arise as a result of the transactions contemplated hereby. For the
purposes of this Agreement, the term "tax" shall include all federal, state,
local and foreign income, property, sales, excise and other taxes of any nature
whatsoever.


         Section 6.12. Contracts and Commitments. Except as disclosed in Section
1.8, there are no material contracts, agreements and commitments of Seller or
any Subsidiary constituting or affecting the Purchased Assets or the Business.
Each executed contract or commitment set forth in Schedule 1.8 hereto is in full
force and effect and, except as set forth in Schedule 1.8, neither Seller nor
any Subsidiary is in material default under any such contract or commitment.

         Section 6.13.  Intellectual Property.

         (a)      The Seller discloses as follows as to its intellectual
                  property (the "Intellectual Property"):

                  (i)      Schedule 6.13 hereto discloses all material United
                           States and foreign: (i) patents and patent
                           applications, (ii) trademarks, trade names, brand
                           names and corporate names (and all service marks,


                                       10
<PAGE>

                           registrations and applications thereof), (iii)
                           Internet domain name registrations and applications,
                           and (iv) copyright registrations and applications
                           owned or licensed by Seller or the Subsidiaries, in
                           each case described in clauses (i) through (iv),
                           specifying as to each item, as applicable: (A) the
                           nature of the item, including the title; (B) the
                           owner of the item; (C) the jurisdictions in which the
                           item is issued or registered or in which an
                           application for issuance or registration has been
                           filed; and (D) the issuance, registration or
                           application numbers and dates.

                  (ii)     Schedule 6.13 hereto discloses all material licenses,
                           sublicenses, and other agreements or permissions ("IP
                           Licenses") under which any of Seller or the
                           Subsidiaries is a licensor or licensee or otherwise
                           is authorized to use or practice any Intellectual
                           Property, with the sole exception of licenses with
                           respect to Perfect Turn and Perfect Kids, which are
                           not being conveyed pursuant to this Agreement. For
                           purposes of this Agreement, "Intellectual Property"
                           means the following as they exist in all
                           jurisdictions throughout the world, in each case, to
                           the extent owned by, licensed to, or otherwise used
                           by Seller or the Subsidiaries, as applicable:
                           patents, patent applications, and other patent rights
                           (including any divisions, continuations,
                           continuations-in-part, substitutions, or reissues
                           thereof, whether or not patents are issued on any
                           such applications and whether or not any such
                           applications are modified, withdrawn, or
                           resubmitted); trademarks, service marks, trade dress,
                           trade names, brand names, Internet domain names,
                           designs, logos, or corporate names, whether
                           registered or unregistered, and all registrations and
                           applications for registration thereof; copyrights,
                           including all renewals and extensions, copyright
                           registrations and applications for registration, and
                           non-registered copyrights; trade secrets, concepts,
                           ideas, designs, research, processes, procedures,
                           techniques, methods, know-how, data, mask works,
                           discoveries, inventions, modifications, extensions,
                           improvements, and other proprietary rights (whether
                           or not patentable or subject to copyright, mask work,
                           or trade secret protection) (collectively,
                           "Technology"); and computer software programs,
                           including all source code to which Seller has access,
                           object code, and documentation related thereto (the
                           "Software").

          (b)  Except as  disclosed  in  Schedule  6.13,  (i) the Seller and the
               Subsidiaries  have  the  right to use the  Intellectual  Property
               disclosed  therein,  (ii) all  registrations,  on  behalf  of the
               Seller   and  the   Subsidiaries,   with  and   applications   to
               governmental  or  regulatory   authorities  in  respect  of  such
               Intellectual  Property are valid and in full force and effect and
               are not subject to the payment of any past-due  taxes to maintain
               their validity or effectiveness,  (iii) there are no restrictions
               on the  direct  or  indirect  transfer  of any such  Intellectual
               Property, (iv) the Seller has delivered to Purchaser prior to the
               execution  of this  Agreement  documentation  with respect to any
               technology,   software,  invention,  process,  design,  or  other
               know-how or trade secret included in such intellectual  Property,
               which  documentation  is accurate in all  material  respects  and
               reasonably  sufficient  in detail  and  content to  identify  and
               explain such technology, software, invention, process, design, or


                                       11
<PAGE>

               other   know-how  or  trade  secret,   (v)  the  Seller  and  the
               Subsidiaries  have  taken all  reasonable  security  measures  to
               protect  the  secrecy,  confidentiality  and value of their trade
               secrets,  (vi) neither the Seller nor any  Subsidiary has granted
               any  license,   agreement  or  other   permission   to  use  such
               Intellectual  Property  and (vii)  neither  the  Seller,  nor any
               Subsidiary,  not ASC has any  knowledge  that  such  Intellectual
               Property  is being  infringed  by any other  person.  Neither the
               Seller nor any Subsidiary is infringing any Intellectual Property
               of any other Person, and no claim is pending or, to the knowledge
               of the Seller and ASC, has been threatened to such effect or with
               respect  to the  ownership,  validity,  license or use of, or any
               infringement   resulting   from,   either  the  Seller's  or  any
               Subsidiary's  Intellectual  property  or the use  thereof  by the
               Seller or any Subsidiary. Seller disclaims any right to exclusive
               use of the name "Sugarbush".  None of the rights of Seller or any
               Subsidiary in, to or under any Intellectual  Property Rights will
               be adversely  affected by the  consummation  of the  transactions
               contemplated hereby. To the best knowledge of ASC and Seller, the
               use of the Intellectual  Property Rights in the manner previously
               used by Seller  during the 2000-2001 ski season will not infringe
               any patent or  copyright  of any third  party,  nor  constitute a
               misappropriation of the trade secrets or other proprietary rights
               of any third party.

          (c)  ASC shall use commercially reasonable efforts following the first
               closing to notify each of the vendors and  suppliers  noted above
               that ASC has sold the  Sugarbush  Resort  and no  longer  has any
               right  to  use  the   trademark   "Sugarbush"   and  the  related
               intellectual  property rights,  and, upon request,  shall provide
               evidence of such notification to Purchaser. Purchaser consents to
               the use by ASC  and  its  subsidiaries  of the  name  "Sugarbush"
               together with the associated logo on all printed material ordered
               prior to the First Closing.

         Section 6.14.  Employee Benefit Plans; Labor Matters.

         (a)      Schedule 6.14 contains a true and complete list of each
                  employee pension benefit plan as defined in Section 3(2) of
                  the Employee Retirement Income Security Act of 1974, as
                  amended ("ERISA"), employee welfare benefit plan as defined in
                  Section 3(1) of ERISA, and each deferred compensation, stock
                  option, stock purchase, bonus, medical, welfare, disability,
                  severance or termination pay, insurance or incentive plan, and
                  each other employee benefit plan, program, agreement or
                  arrangement, (whether funded or unfunded, written or oral,
                  qualified or nonqualified), sponsored, maintained or
                  contributed to or required to be contributed to by Seller or
                  any Subsidiary, for the benefit of any employee, leased
                  employee or independent contractor of Seller or any Subsidiary
                  (collectively, "Personnel") (the "Seller Employee Benefit
                  Plans"). Neither Seller nor any Subsidiary has any liability
                  with respect to any Personnel in connection with any plan,
                  arrangement or practice of the type described in this Section
                  6.14 other than Seller Employee Benefit Plans disclosed on
                  Schedule 6.14. True, correct and complete copies of each
                  Seller Employee Benefit Plan disclosed on Schedule 6.14 have
                  been delivered to Purchaser.

         (b)      Neither the Seller nor any Subsidiary is a party to, nor is
                  Seller or any Subsidiary bound by, any collective bargaining
                  agreement, contract or other agreement or understanding with a
                  labor union or other labor union organization that covers any
                  Personnel. Except as set forth in Schedule 6.14 hereto, (A)
                  currently there are no organizational campaigns, petitions or
                  other unionization activities seeking recognition of a
                  collective bargaining unit that would cover any Personnel; (B)
                  there are no controversies, strikes, slowdowns or work
                  stoppages pending or, to the knowledge of Seller, threatened
                  between Seller or any Subsidiary and Personnel, and neither


                                       12
<PAGE>

                  the Seller nor any Subsidiary has experienced any such
                  controversy, strike, slowdown or work stoppage within the past
                  three years; and (C) there are no unfair labor practice
                  complaints pending against Seller or any Subsidiary before the
                  National Labor Relations Board or any other governmental
                  entity or any current union representation questions involving
                  any Personnel.

         (c)      Nothing expressed or implied in this Agreement shall obligate
                  Purchaser to continue to employ any of Seller's employees
                  following the Closing or interfere with the right of Purchaser
                  to modify the position or terms of employment of any employee
                  that is employed by Purchaser following the Closing; provided
                  however, that the Purchaser shall not discharge or cause
                  former employees of the Seller to suffer job losses in a
                  manner which would subject the transactions contemplated by
                  the provisions of this Agreement to the notice provisions of
                  the federal Worker Adjustment Retraining Notification Act or
                  the Vermont equivalent(s) or analogue(s) thereof.

         Section 6.15. Bankruptcy. Seller and ASC have obtained independent
appraisals and analyses of the value of the Purchased Assets and have obtained
the approval of their lenders to the transactions contemplated by this
Agreement. The Purchase Price being paid for the Purchased Assets and the
Business constitutes fair consideration and a reasonably equivalent value for
the Purchased Assets and the Business under the Federal Bankruptcy Code and the
Uniform Fraudulent Conveyance Act and will not constitute a fraudulent
conveyance within the meaning of any such or similar laws to which ASC or the
Seller is subject.


         Section 6.16. Financial Statements. Seller has delivered to Purchaser,
and Purchaser has reviewed unaudited financial statements of Seller and its
consolidated Subsidiaries (the "Financial Statements") for the years ended July
25, 1999 and July 30, 2000 and for the year ended July 29, 2001 (the "Balance
Sheet Date"). The Financial Statements have been prepared in accordance with
generally-accepted accounting principles, consistently applied ("GAAP"),
excluding footnote disclosures, and fairly present the financial position of
Seller and its consolidated Subsidiaries as at their respective dates and their
results of operations for the respective periods then ended. No representation
is made herein with respect to any date or period covered by the Financial
Statements which is not described in the preceding sentences.

         Section 6.17. Absence of Certain Changes. During the period subsequent
to the Balance Sheet Date (the "Interim Period"), there has not been any
material adverse change in the Business or operations of ASC, Seller or any
Subsidiary, or, to the best of Seller's knowledge, in the Seller's or any
Subsidiary's relationships with parties with whom any of them has contractual or
commercial relationships. During the Interim Period, neither the Seller nor any
of the Subsidiaries conducted their Business other than in the ordinary course
and consistent with the manner in which such Business had been conducted prior
to the Balance Sheet Date.

         Section 6.18. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of ASC or Seller. ASC and Seller will, independent of the
provisions of Article 11, indemnify Purchaser and hold Purchaser harmless
without deduction or offset against payment of any such compensation or
commissions.


         Section 6.19.  General Provisions Regarding Article 6.

         (a)      The representations and warranties contained in this Article 6
                  shall survive the Closing and continue in force for the
                  periods set forth below:



                                       13
<PAGE>

                  (i)      Section 6.7 and 6.11 - no time limit;

                  (ii)     Sections 6.5 and 6.6 - two years following the
                           Closing; and

                  (iii)    Sections 6.1 through 6.4, 6.8 through 6.10, 6.12
                           through 6.18, and 6.20 -twelve (12) months following
                           the Closing.

         (b)      Seller and ASC disclaim any express or implied warranties not
                  set forth in this Agreement.

         (c)      "Seller's knowledge" - Seller will be deemed to have
                  "knowledge" of a particular fact or other matter if any of the
                  following named individuals has actual and conscious knowledge
                  thereof: William J. Fair, Mark Miller, Foster A. Stewart, Jr.,
                  Christopher Livak, Robert Turner, Bruce McCloy, Jason Lisai,
                  Mario Guay, Ray Daigle and David Mosher, without any
                  investigation or inquiry of any kind, it being understood and
                  acknowledged that such individuals, in some instances, are not
                  involved in the day-to-day operations of the Business, and
                  shall not mean that such individuals are charged with
                  knowledge of the acts, omissions and/or knowledge of the
                  predecessors in title to the Business, the Seller or the
                  Purchased Assets or with knowledge of the acts, omissions or
                  knowledge of Seller's (or the Subsidiaries') agents or
                  employees, and shall not apply to or be construed to apply to
                  information or material which may be in the possession of
                  Seller or its affiliates generally or incidentally, but which
                  is not actually known to the individuals named above in this
                  definition.

         Section 6.20.  Capitalization of Subsidiaries.

         (a)      The authorized capital stock of Restaurants consists of 1,000
                  shares of common stock, of which 100 shares are duly issued
                  and outstanding, fully paid and non-assessable. Schedule 6.20
                  discloses a true, complete, and correct list of all of the
                  stockholders of Restaurants, including the number of shares
                  held of record and beneficially by each of them and the
                  certificate number(s) evidencing all of such shares. All of
                  the outstanding shares of Restaurants are duly authorized,
                  validly issued, fully paid and non-assessable and free of all
                  liens, claims and encumbrances, and were issued in compliance
                  with all applicable preemptive rights and securities laws.

         (b)      The authorized capital stock of Club Sugarbush consists of
                  1,000 shares of common stock, of which 20 shares are duly
                  issued and outstanding, fully paid and non-assessable.
                  Schedule 6.20 discloses a true, complete, and correct list of
                  all of the stockholders of Club Sugarbush, including the
                  number of shares held of record and beneficially by each of
                  them and the certificate number(s) evidencing all of such
                  shares. All of the outstanding shares of Club Sugarbush are
                  duly authorized, validly issued, fully paid and non-assessable
                  and free of all liens, claims and encumbrances, and were
                  issued in compliance with all applicable preemptive rights and
                  securities laws.

         (c)      The authorized capital stock of MWT consists of 1,000 shares
                  of common stock, of which 1,000 shares are duly issued and
                  outstanding, fully paid and non-assessable. Schedule 6.20
                  discloses a true, complete, and correct list of all of the


                                       14
<PAGE>

                  stockholders of MWT, including the number of shares held of
                  record and beneficially by each of them and the certificate
                  number(s) evidencing all of such shares. All of the
                  outstanding shares of MWT are duly authorized, validly issued,
                  fully paid and non-assessable and free of all liens, claims
                  and encumbrances, and were issued in compliance with all
                  applicable preemptive rights and securities laws.

         (d)      The authorized capital stock of MWC consists of 5,000 shares
                  of common stock, of which 1,000 shares are duly issued and
                  outstanding, fully paid and non-assessable. Schedule 6.20
                  discloses a true, complete, and correct list of all of the
                  stockholders of MWC, including the number of shares held of
                  record and beneficially by each of them and the certificate
                  number(s) evidencing all of such shares. All of the
                  outstanding shares of MWC are duly authorized, validly issued,
                  fully paid and non-assessable and free of all liens, claims
                  and encumbrances, and were issued in compliance with all
                  applicable preemptive rights and securities laws.

         (e)      Except as set forth on Schedule 6.20 and except for Sugarbush
                  Leasing Company (the name of which Seller agrees to change
                  promptly following the Closing to delete "Sugarbush"
                  therefrom), Seller has no right, title or interest in any
                  other corporations, partnerships, limited liability companies
                  or other entities of any nature whatsoever.

                                    ARTICLE 7

                   Representations and Warranties of Purchaser

         Purchaser hereby represents and warrants to ASC and Seller as follows:

         Section 7.1. Organization and Qualification. Purchaser has been duly
organized and is validly existing and in good standing under the laws of the
jurisdiction of its incorporation; has the requisite power and authority and all
necessary governmental approvals to own, lease and operate its properties and to
carry on its business as it is now being conducted; and, as of the First Closing
Date, will be duly qualified or licensed to do business, and, as of the First
Closing Date, will be in good standing under the laws of the State of Vermont.

         Section 7.2. Authority. Purchaser has all necessary corporate power and
authority to execute and deliver this Agreement and to perform its obligations
under this Agreement and to consummate the transactions contemplated by this
Agreement to be consummated by it. The execution and delivery of this Agreement
by Purchaser and the consummation by it of such transactions have been duly and
validly authorized by all necessary corporate action and no other corporate
proceedings on the part of Purchaser are necessary to authorize this Agreement
or to consummate such transactions. This Agreement constitutes a legal, valid
and binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms. Each of the Agreement and the Related Agreements, when executed
and delivered by Purchaser will constitute a legal, valid and binding obligation
of Purchaser enforceable against it in accordance with its terms.


         Section 7.3. No Conflicts. The execution and delivery of this Agreement
and the Related Agreements contemplated hereby by Purchaser do not, and the
performance of this Agreement and the transactions contemplated hereby by
Purchaser will not:




                                       15
<PAGE>

         (a)      conflict with or violate any provision of Purchaser's
                  certificate of incorporation or by-laws;

         (b)      conflict with or violate any Law applicable to Purchaser or by
                  which any property or asset of Purchaser is or may be bound or
                  affected; or

         (c)      result in any breach of or constitute a default (or an event
                  which with or without notice or lapse of time or both would
                  become a default) under, or give to others any right of
                  termination, amendment, acceleration or cancellation of, or
                  result in the creation of an Encumbrance on any property or
                  asset of Purchaser under, any contract to which the Purchaser
                  is a party or by which it or its assets or properties is or
                  may be bound or affected.

         Section 7.4. Required Filings and Consents. The execution and delivery
of this Agreement by Purchaser do not, and the performance of this Agreement by
Purchaser will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any Governmental Entity by virtue of its
operations or activities unrelated to the Business.


         Section 7.5. Litigation. There is no claim, action or proceeding
pending or, to the knowledge of Purchaser, threatened against Purchaser before
any court or administrative or regulatory body or arbitrator that, if adversely
determined, individually or in the aggregate, has resulted or could reasonably
be expected to result in an adverse effect on the consummation of the
transactions contemplated by this Agreement. Purchaser is not subject to any
outstanding order, writ, injunction or decree which, individually or in the
aggregate, has resulted or could reasonably be expected to result in an adverse
effect on the consummation of the transactions contemplated by this Agreement.


         Section 7.6. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of Purchaser. Purchaser will, independent of the provisions
of Article 11, indemnify Seller and hold Seller harmless without deduction or
offset against payment of any such compensation or commissions.

         Section 7.7. General Provisions Regarding Article 7. The
representations and warranties contained in this Article 7 shall survive the
Closing and continue in force for twelve (12) months following the Closing.


                                    ARTICLE 8

        Conditions Precedent to Closing by Purchaser on the Closing Date

         The obligations of Purchaser to consummate the transactions
contemplated by this Agreement are subject to the satisfaction of each of the
following conditions precedent being satisfied on or before the Closing Date,
subject to the right of Purchaser to waive any one or more of such conditions:

         Section 8.1. Compliance. The representations and warranties of Seller
contained in this Agreement or in any of the Schedules attached hereto or any
agreement or document delivered in connection herewith shall be true and correct
in all material respects on and as of the Closing Date as if made on and as of


                                       16
<PAGE>

the Closing Date. Seller shall have performed and complied with, in all material
respects, all of its obligations and covenants required to be performed or
complied with on or before the Closing Date.


         Section 8.2. No Material Adverse Change. Since the date of this
Agreement, there shall have been no Material Adverse Effect on Seller, the
Business or the Purchased Assets. "Material Adverse Effect" shall mean, for
purposes of this Section 8.2, any change in or effect on the Purchased Assets
after the date of this Agreement that is, individually or in the aggregate,
materially adverse to the physical condition of (as compared to the physical
condition thereof on the Balance Sheet Date), or the ability to operate (as
compared to the operation thereof on the Balance Sheet Date), the Business or
the Purchased Assets, each taken as a whole. For purposes of the other
provisions of this Agreement utilizing the term "Material Adverse Change," such
term shall mean a material adverse effect on the business, assets or financial
condition of the entity, business or assets being referred to. In no event shall
either such definition include general or local industry, market or economic
conditions, or changes in laws or regulations generally affecting owners or
occupants of real estate, owners of businesses or owners or operators of ski
resorts or lodging facilities.


         Section 8.3. Closing Documents. Seller shall have delivered or caused
to be delivered to Purchaser, or Purchaser shall have otherwise received, on or
before the Closing Date, in a form reasonably satisfactory to Purchaser:


         (a)      Consents, waivers and authorizations of any person to the
                  assumption of the Assigned Contracts and other Purchased
                  Assets by Purchaser and to the transactions contemplated by
                  this Agreement, except for the Assigned Permits, for which
                  provision is made in Section 8.4.

         (b)      Limited warranty deeds to Purchaser conveying title to
                  Seller's Real Estate as described in Section 1.1, subject only
                  to those encumbrances or other restrictions recited on
                  Schedule 1.1 (provided, however, that the encumbrances noted
                  on Schedule 8.3 hereof shall be discharged on or before the
                  Closing Date), and except for those leases, licenses, or
                  occupancy agreements or other instruments which have been
                  assumed by Purchaser as Assumed Liabilities, and

         (c)      Bills of Sale conveying all Purchased Assets (other than the
                  Real Estate) to Purchaser duly executed by Seller (Seller and
                  Purchaser hereby agreeing that neither the representations and
                  warranties nor the rights and remedies of any party hereunder
                  shall be deemed to be enlarged, modified or altered in any way
                  by such Bills of Sale).

         (d)      Stock powers with respect to the Restaurants Stock, the Club
                  Sugarbush Stock, the MWC Stock (at the Second Closing) and the
                  MWT Stock (together with certificates with respect to such
                  stock).

         (e)      Certified copies of the authorization by the Seller of the
                  sale of the Purchased Assets to Purchaser in accordance with
                  this Agreement and Seller's execution and delivery of this
                  Agreement; certified copies of the resolutions adopted by
                  ASC's Board of Directors authorizing the guaranty set forth at
                  the conclusion of this Agreement.



                                       17
<PAGE>

         (f)      An affidavit, under penalty of perjury, indicating Seller's
                  United States taxpayer identification number and stating that
                  Seller is not a foreign person, in a form sufficient to exempt
                  Purchaser from the withholding provisions of Section 1445 of
                  the Code.

         (g)      A certificate of legal existence from the State of Vermont for
                  the Seller and incumbency certificates of Seller, together
                  with a certified copy of Seller's organizational documents.

         (h)      Articles of amendment to Seller's articles of incorporation
                  changing its name to any name other than "Sugarbush Resort
                  Holdings, Inc." or any variation thereof.

         (i)      Documents to be filed with the Secretary of State of Vermont
                  conveying to Purchaser the trade names listed in Schedule 6.13
                  hereof, and terminating Seller's trade name registration with
                  respect to "The Grand Summit Hotel and Crown Club at
                  Sugarbush" or amending such trade name to delete "at
                  Sugarbush" therefrom.

         (j)      An opinion of counsel to Seller and ASC in the form attached
                  as Exhibit "B".

         (k)      A written statement from the Vermont Department of Revenue
                  certifying that the Seller has no past-due state income or
                  employment tax liability, except such as will be satisfied at
                  Closing with the proceeds of the sale.

         (l)      Such other instruments or conveyances in form reasonably
                  acceptable to Purchaser and Purchaser's counsel, duly executed
                  by Seller's authorized officer, conveying to Purchaser good
                  and marketable title to the Purchased Assets, free and clear
                  of all Encumbrances other than Permitted Encumbrances.

         Section 8.4. Permits and Licenses. Purchaser shall have otherwise
received on or before the First Closing Date, in a form reasonably satisfactory
to Purchaser, all necessary agreements, waivers, authorizations and consents to
the transfer, assignment or reissuance of all Assumed Permits required for the
ownership and operation of all material aspects of the Purchased Assets and the
Business (excluding the MWC Stock) consistent with its historical operations.
Purchaser shall have received, on or before the Second Closing Date, in a form
reasonably satisfactory to Purchaser, the consents and approvals of the Vermont
Public Service Board required in order for Seller to convey to Purchaser the MWC
Stock and for Purchaser to own the MWC Stock and operate the business of MWC
consistent in all material respects with its historical operations (the "MWC
Closing Condition"). Purchaser shall use its best efforts to obtain all such
necessary agreements, waivers, authorizations and consents. Seller agrees to use
its best efforts to cooperate with and assist Purchaser in obtaining such items.


         Section 8.5. Failure to Deliver the Purchased Assets by the First
Closing Date. If Seller is unable to deliver any material portion of the
Purchased Assets in accordance with terms and conditions of this Agreement and
in a condition substantially similar to their condition as of the date hereof on
the First Closing Date because of damage by fire or casualty, then Purchaser
shall have the right to terminate this Agreement at any time thereafter and
recover the Deposit, together with any earnings thereon. In the event of
casualty loss involving any of the Purchased Assets which either does not result
in a termination of this Agreement, Seller shall pay over to Purchaser all
proceeds of insurance, or claims therefor, relating to any such casualty loss.




                                       18
<PAGE>

         Section 8.6. Litigation and Regulatory Action. No litigation or
regulatory action shall have been filed, brought or otherwise commenced against
any of Seller, Purchaser or the Purchased Assets which forbids, prohibits or in
any way restricts the transactions contemplated hereby, including without
limitation the inclusion, incorporation or joinder of Purchaser, Seller or the
Purchased Assets in any pending proceedings.


         Section 8.7. Financing Contingency. The Purchaser shall have received a
binding commitment from a commercial lending institution for not less than
$4,500,000 in term loans plus necessary credit lines for a combined total of at
least $7,000,000 on commercially reasonable terms and conditions; provided,
however, that if the Purchaser has not notified the Seller in writing of the
non-fulfillment of this condition on or prior to September 14, 2001, this
condition shall be deemed to have been waived irrevocably by the Purchaser.

                                    ARTICLE 9

          Conditions Precedent to Closing by Seller on the Closing Date

         The obligations of Seller to consummate the transactions contemplated
by this Agreement are subject to the satisfaction of each of the following
conditions precedent being satisfied on or before the Closing Date, subject to
the right of Seller to waive any one or more of such conditions:

         Section 9.1. Compliance. The representations and warranties of
Purchaser contained in this Agreement or in any of the Schedules attached hereto
or in any agreement or document delivered in connection herewith shall be true
and correct in all material respects on and as of the Closing Date as if made on
and as of the Closing Date. Purchaser shall have performed and complied with, in
all material respects, all of its obligations and covenants required to be
performed or complied with on or before the Closing Date.


         Section 9.2. Closing Documents. Purchaser shall have delivered to
Seller, in a form reasonably satisfactory to counsel for Seller:


         (a)      certified copies of the resolutions adopted by Purchaser's
                  Board of Directors (and stockholders where required)
                  authorizing the purchase of the Purchased Assets from Seller
                  in accordance with this Agreement and Purchaser's execution
                  and delivery of this Agreement;

         (b)      an assumption agreement or agreements in form acceptable to
                  Seller with respect to the Assumed Liabilities;

         (c)      such other documents and certificates as are contemplated
                  hereby or as Seller or their counsel may reasonably request;
                  and

         (d)      an opinion of counsel to Purchaser in the form attached as
                  Exhibit "C".

         Section 9.3. Payment of Money. Purchaser shall have paid the Deposit as
provided in Section 4.1(a) and the cash portion of the Purchase Price to Seller
as provided in Section 4.1(b), as adjusted pursuant to Article 4.



                                       19
<PAGE>

         Section 9.4. Litigation and Regulatory Action. No litigation or
regulatory action shall have been filed, brought or otherwise commenced against
any of Seller, Purchaser or the Purchased Assets which forbids, prohibits or in
any way restricts the transactions contemplated hereby, including without
limitation the inclusion, incorporation or joinder of Seller or the Purchased
Assets in any pending proceedings.

         Section 9.5. Replacement Bond. Purchaser shall have delivered to the
Town of Warren, Vermont (i) a bond satisfactory to it in the amount of $400,000,
replacing a bond in an equal amount previously provided by Seller with respect
to a certain snowmaking pipe at the Ski Resorts, and (ii) bonds satisfactory to
replace bonds issued by or on behalf of the Subsidiaries.

         Section 9.6. Lender Approval. Seller shall have received approval of
this Agreement and of the transactions contemplated hereby, by September 14,
2001, from the lenders identified in that certain Amended, Restated and
Consolidated Credit Agreement dated October 12, 1999, as amended, by and among
ASC, certain borrowers and lenders identified therein, and Fleet National Bank,
N.A., as Agent for said lenders; provided, however, that if the Seller has not
notified the Purchaser in writing of the non-fulfillment of this condition on or
prior to September 14, 2001, this condition shall be deemed to have been waived
irrevocably by the Seller.

                                   ARTICLE 10

            Covenants of Seller, ASC and Purchaser as to Operations.

         Seller and ASC hereby covenant and agree jointly and severally with
Purchaser, and, to the extent relevant in Sections 10.4, 10.7 and 10.8,
Purchaser hereby covenants and agrees with Seller and ASC, as follows:

         Section 10.1. Conduct of Business. From the date hereof to the Closing
Date, Seller will carry on its activities in substantially the same manner as
they have previously been carried out, in the ordinary course of business, and
will not employ methods of manufacture, purchase, sale, lease, management,
accounting, or operation that vary in any material respects from those methods
used by Seller in the ordinary course of business consistent with past
practices. Without limiting the foregoing except as specifically contemplated in
this Agreement, from the date of this Agreement to the Closing, Seller will:


         (a)      not engage in any transaction which would be inconsistent with
                  any representation, warranty or covenant of Seller set forth
                  herein or which would cause a breach of any such
                  representation, warranty or covenant;

         (b)      except (i) as disclosed in Schedule 10.1(b) or (ii) the
                  disposition of used, obsolete or excess equipment or inventory
                  and the purchase, usage or sale of inventory, supplies and
                  equipment, in each case in the ordinary course of business
                  consistent with past practices, not sell, transfer, convey,
                  assign, lease, license or otherwise dispose of any of the
                  Purchased Assets, or enter into an agreement or contract to do
                  so; provided, however, that no single disposition (or series
                  of related dispositions) of non-retail items with a book value
                  greater than $2,500 shall occur without Purchaser's consent;

         (c)      not mortgage, pledge, subject to a lien, or grant a security
                  interest in, or otherwise encumber, any of the Purchased
                  Assets;



                                       20
<PAGE>

         (d)      use reasonable efforts (without making any commitments on
                  behalf of Purchaser) to keep its business organizations
                  intact, keep available its present employees, maintain in
                  effect all contracts, permits and licenses included in the
                  Purchased Assets, and to preserve its present relationships
                  with customers, suppliers, employees and others having
                  business relationships with Seller;

         (e)      not cause a breach of any material contract or commitment,
                  collective bargaining agreement, employee benefit plan, or any
                  other material agreement to which Seller is a party, or by
                  which it or any of its assets or properties are bound;

         (f)      not violate or fail to comply with laws applicable to it or
                  its properties or business if such violation will have or is
                  reasonably likely to have a material adverse affect upon the
                  ability to continue the Business;

         (g)      not amend, change, terminate or otherwise modify any material
                  lease, contract, agreement or commitment in any material
                  manner other than in the ordinary course of business;

         (h)      not enter into, or become obliged under, any material
                  contract, agreement, lease or other commitment relating to the
                  Purchased Assets or Business, other than any contract,
                  agreement, lease or other commitment entered into in the
                  ordinary course of business consistent with past practice;

         (i)      use reasonable efforts to maintain the Purchased Assets in
                  substantially the same condition as they were in as of the
                  date of this Agreement; provided, however, that Seller shall
                  not be required to spend any money on maintenance, repair or
                  replacement of any Purchased Assets;

         (j)      not alter, disassemble or remove any Purchased Assets from the
                  Real Estate (other than as expressly permitted under or
                  contemplated by this Agreement) or take any other action in
                  connection with the Purchased Assets which has had or is
                  likely to have a material adverse effect upon the value of, or
                  beneficial use of, the Purchased Assets or the ability to
                  continue to engage in the Business; and

         (k)      upon obtaining knowledge of the existence of any matter
                  specific to Seller's business or the Purchased Assets that
                  could reasonably likely result in a diminution of the
                  Purchased Assets or the Business, Seller shall promptly inform
                  Purchaser of such matter.

         Section 10.2. Risk of Loss. Seller shall bear the risk of loss, damage
or destruction with respect to the Purchased Assets from any casualty until the
successful consummation of the sale and purchase of the Purchased Assets on the
Closing Date. In the event of any such loss, damage or destruction, the proceeds
of any claim for any loss payable under any insurance policy covering such loss
shall be payable to Seller. In the event of any such material loss or damage,
Seller shall specify in writing to Purchaser with particularity the loss or
damage incurred, the cause thereof, if known or reasonably ascertainable, and
the extent to which restoration, replacement and repair of the Purchased Assets
lost or destroyed will be reimbursed under any insurance policy with respect
thereto. Purchaser's right to terminate this Agreement in such circumstances
shall be governed by Section 12.1(b) of this Agreement. To the extent that


                                       21
<PAGE>

Purchaser determines not to terminate this Agreement and the Closing occurs, it
shall be entitled to any insurance proceeds provided with respect to such loss
to the extent not used by Seller to restore the Purchased Assets.


         Section 10.3. Access. From the date hereof to the Closing Date, Seller
will afford to the representatives of Purchaser, including its counsel and
auditors, during normal business hours and upon reasonable prior notice, access
to any and all of the Purchased Assets to the end that Purchaser may have a
reasonable opportunity to make such a full investigation of the Purchased Assets
and of the Business in advance of the Closing Date as it shall reasonably
desire, and the officers of Seller will confer with representatives of Purchaser
and will furnish to Purchaser, either orally or by means of such records,
documents, and memoranda as are available such information as Purchaser may
reasonably request, and Seller will furnish to Purchaser's auditors all consents
and authority that they may reasonably request in connection with any
examination by Purchaser. In addition, Seller shall permit Purchaser's
representatives to conduct inquiries of the various governmental authorities
with legal and regulatory authority over the Purchased Assets and the Business
as reasonably necessary to verify the compliance status of Seller and the
Subsidiaries and to facilitate the transfer and assignment of all Assumed
Permits and the issuance of new licenses and permits necessary to operate the
Business

         Section 10.4. Consent of Third Parties. Purchaser shall use its best
efforts to obtain, and ASC and Seller shall use their best efforts to cooperate
with the Purchaser to assist the Purchaser in obtaining, as soon as practicable
after the date hereof, but in any event prior to the Closing Date, the consent
in writing of all persons whose consent is required to consummate to the
transactions contemplated by this Agreement, including but not limited to any
and all governmental authorities as set forth in Section 1.5.


         Section 10.5. Insurance Coverage. Existing insurance coverages for the
Purchased Assets shall be maintained in effect by Seller between the date hereof
and the Closing Date.


         Section 10.6. No Solicitation; No Publicity. Subject to the provisions
of Section 13.15 below, Seller, ASC and Purchaser hereby covenant and agree to
hold and maintain the discussions between Seller and Purchaser, the terms and
provisions of this Agreement and any and all further discussions, relationships
or arrangements by and between Purchaser and Seller in confidence and not
disclose the same to any parties, private, public or governmental (including
without limitation the news media) without the express prior written consent of
the other parties hereto; provided, however, that ASC and Seller may disclose
information relating to this Agreement as they deem necessary in order to
satisfy federal and state securities laws, and the parties may disclose
information relating to this Agreement necessary to obtain required consents and
approvals for the transaction contemplated hereby. Seller may encourage,
solicit, or facilitate any competing offers for the Purchased Assets during the
term of this Agreement, provided that it advises any such parties that its
consideration thereof is subject to the terms of this Agreement and will not be
accepted absent a breach by the Purchaser of the terms of this Agreement or the
termination of this Agreement by Purchaser. The foregoing covenants and
agreements are of the essence of this Agreement. Violation of the foregoing will
give rise to Purchaser's right to terminate this Agreement under Section 12.3
and the Purchaser's remedies set forth in Section 12.4 hereof.


         Section 10.7. Use of Customer List and Data. From and after the date of
this Agreement, neither ASC nor any of its affiliates shall solicit any
customers of the Business as a discrete group and ASC, in connection with the
transactions hereunder, shall take such steps as are necessary to deliver
complete and correct copies of all data and lists as to customers of the Ski


                                       22
<PAGE>

Areas and the Business to the Purchaser. Seller shall also provide to Purchaser
such data and databases as are necessary to permit Purchaser to operate the
ticketing and accounting systems used by Seller prior to the Closing Date.


                                   ARTICLE 11

                                    Indemnity

         Section 11.1. Seller's and ASC's Indemnity. Seller and ASC shall,
jointly and severally, indemnify and hold harmless Purchaser and its directors,
officers and employees from and against all expenses, claims, costs, damages or
liabilities, including reasonable attorneys' fees (each an "Indemnified
Expense"), arising out of or relating to: the untruth or inaccuracy of any
representation or warranty made by any of Seller or ASC in this Agreement; any
breach of Seller's or ASC's covenants contained herein; any liabilities or
obligations of Seller or the Subsidiaries arising prior to the Closing Date
(other than the Assumed Liabilities); provided, however, that Purchaser's sole
recourse for the matters covered by Section 6.3 hereof shall arise under Section
6.3 hereof; and any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal fees and other expenses associated with any of the
foregoing. Seller shall have no obligation to indemnify Purchaser with respect
to an Indemnified Expense unless notice of the Indemnified Expense is provided
to Seller on or before the end of the applicable survival period set forth in
Section 6.19 hereof with respect to a claim arising out of the untruth or
inaccuracy of any representation or warranty of Seller or ASC and otherwise on
or before the seventh anniversary of the Closing Date; provided, however, that
the foregoing limitation shall not apply to Indemnified Expenses resulting from
federal, state or local tax liability of Seller relating to any period ended on
or before Closing.

         Section 11.2. Purchaser's Indemnity. Purchaser shall indemnify and hold
harmless Seller, their directors, officers and employees from and against all
expenses, claims, costs, damages or liabilities, including reasonable attorneys'
fees (each an "Indemnified Expense"), arising out of or relating to (i) the
operation of the Purchased Assets by Purchaser following the Closing, (ii) the
Assumed Liabilities, (iii) the untruth or inaccuracy of any representations or
warranties made by Purchaser in this Agreement, or (iv) any breach of
Purchaser's covenants or agreements contained herein. Purchaser shall have no
obligation to indemnify Seller with respect to an Indemnified Expense unless
notice of the Indemnified Expense is provided to Purchaser on or before the end
of the applicable survival period set forth in Section 7.7 hereof with respect
to a claim arising out of the untruth or inaccuracy of any representation or
warranty of Purchaser and otherwise on or before the seventh anniversary of the
Closing Date; provided, however, that the foregoing limitation shall not apply
to Indemnified Expenses resulting from federal, state or local tax liability of
Purchaser relating to any period after the Closing.

         Section 11.3. Method of Asserting Claims. All claims for
indemnification under Sections 11.1 and 11.2 by any party to be indemnified
thereunder (an "Indemnified Party") will be asserted and resolved as follows:

         (a)      In the case of a claim or demand made by any person not a
                  party to this Agreement against the Indemnified Party (a
                  "Third Party Claim"), the Indemnified Party shall deliver a
                  written notice of such claim to the other party (the
                  "Indemnifying Party") enclosing a copy of all papers served,
                  if any, on the Indemnified Party (a "Claim Notice") to the


                                       23
<PAGE>

                  Indemnifying Party within thirty (30) Business Days after
                  receipt by such Indemnified Party of written notice of the
                  Third Party Claim; provided, however, that failure to give
                  such Claim Notice shall not affect the indemnification
                  provided hereunder except to the extent the Indemnifying Party
                  shall have been actually prejudiced as a result of such
                  failure.

         (b)      The Indemnifying Party shall cooperate with the Indemnified
                  Party in the defense of any Third Party Claims, including,
                  without limitation, by providing records and information which
                  are reasonably relevant to such Third Party Claim, and making
                  employees available on a mutually convenient basis to provide
                  additional information and explanation of any material
                  provided hereunder.

         (c)      In the event any Indemnified Party should have a claim under
                  Section 11.1 or 11.2 that does not involve a Third Party
                  Claim, the Indemnified Party shall deliver a written
                  notification of a claim for indemnity with reasonable
                  promptness to the Indemnifying Party, specifying the nature of
                  and basis for such claim, together with the amount or, if not
                  then reasonably ascertainable, the estimated amount, if
                  determinable, determined in good faith, of such claim;
                  provided, however, that the failure to determine or determine
                  adequately the amount or estimated amount of any claim shall
                  in no way limit the rights of an Indemnified Party pursuant to
                  this Article 11. The failure by any Indemnified Party to give
                  the Indemnity Notice shall not impair such party's rights
                  hereunder except to the extent that an Indemnifying Party
                  demonstrates that it has been irreparably prejudiced thereby.
                  If the Indemnifying Party notifies the Indemnified Party that
                  it does not dispute the claim described in such Indemnity
                  Notice or fails to notify the Indemnified Party within the
                  Dispute Period whether the Indemnifying Party disputes the
                  claim described in such Indemnity Notice, the Indemnified
                  Expense in the amount specified in the Indemnity Notice will
                  be conclusively deemed a liability of the Indemnifying Party
                  under Section 11.1 or 11.2 and the Indemnifying Party shall
                  pay the amount of such Loss to the Indemnified Party on
                  demand. If the Indemnifying Party has timely disputed its
                  liability with respect to such claim, the Indemnifying Party
                  and the Indemnified Party will proceed in good faith to
                  negotiate a resolution of such dispute, and if not resolved
                  through negotiations within thirty (30) days, such dispute
                  shall be resolved by litigation in a court of competent
                  jurisdiction.

         (d)      Other than as specifically provided in this Agreement, the
                  rights and remedies of the Seller and the Purchaser under this
                  Article 11 are exclusive and in lieu of any and all other
                  rights and remedies which the Seller and the Purchaser may
                  have under this Agreement or otherwise for monetary relief
                  with respect to any breach or failure to perform any
                  representation, warranty, covenant or agreement set forth in
                  this Agreement.

                           The rights and obligations of indemnification under
                  this Article 11 shall not be limited or subject to set-off
                  based on any violation or alleged violation of any obligation
                  under this Agreement or otherwise, including but not limited
                  to breach or alleged breach by the indemnitee of any
                  representation, warranty, covenant or agreement contained in
                  this Agreement.

                           If a party has actual knowledge, prior to the
                  Closing, of any fact or condition that causes any of the
                  representations or warranties of the other party in this
                  Agreement to become untrue, misleading, inaccurate or
                  incomplete, then such party having actual knowledge shall
                  either (i) deliver written notice thereof to the other party


                                       24
<PAGE>

                  no later than ten (10) business days before the Closing Date
                  (or, if there are fewer than ten (10) business days remaining
                  until the Closing Date, as soon as practicable but in any case
                  prior to the Closing) describing such matter with specificity,
                  and, if a mutually satisfactory resolution of such matter is
                  not reached before the Closing Date, exercise its termination
                  rights under Article 12 hereof, or (ii) be deemed to have
                  waived any right to indemnification under this Article 11 with
                  respect to such matter.

         Section 11.4.  Additional Indemnification Provisions.

         (a)      No indemnification amounts shall be payable as a result of a
                  claim under Section 11.1(i) in respect of a misrepresentation
                  or breach of warranty in Article 6 (other than a claim based
                  upon fraud or willful or criminal misconduct or pursuant to
                  Sections 6.2, 6.4, and 6.7 (as it relates to such Sections)),
                  unless and until the Purchaser has suffered, incurred,
                  sustained or become subject to Indemnified Losses with respect
                  thereto in excess of $150,000 in the aggregate (the "Threshold
                  Amount") (provided that for purposes of determining the
                  Threshold Amount, any representation or
                  warranty that is limited by materiality, material adverse
                  effect, knowledge, known or similar terms a misrepresentation
                  or breach of warranty shall be determined as if "material,"
                  "materially," "material adverse effect," "knowledge," "known"
                  or any similar terms were not included therein), in which case
                  the Purchaser shall be entitled to seek indemnity for the
                  entire amount of such Indemnified Expenses. The Threshold
                  Amount shall not apply to any Indemnified Losses arising out
                  of employment-related claims asserted by the two (2) employees
                  of Seller who are not offered employment by Purchaser.

         (b)      Indemnified Expenses shall be determined net of any insurance
                  coverage or benefits available to cover such Indemnified
                  Expenses and shall also be determined net of any tax benefits
                  with respect to such expenses. Indemnified Expenses shall not,
                  in any event exceed the Purchase Price. Purchaser agrees to
                  diligently pursue any insurance benefits that may be available
                  to it to cover such Indemnified Expenses.


                                   ARTICLE 12

                                   Termination

         Section 12.1. Termination. This Agreement may be terminated at any time
prior to the Closing Date, notwithstanding any requisite approval and adoption
of this Agreement, as follows:


         (a)      by mutual written consent of the parties hereto duly
                  authorized by their respective boards of directors;

         (b)      by any of the parties hereto, if the First Closing shall not
                  have occurred on or before October 15, 2001, and, as to the
                  transfer of the MWC Stock only, by any of the parties hereto,
                  if the Second Closing shall not have occurred on or before
                  June 30, 2002; provided, however, that the right to terminate
                  this Agreement under this Section 12.1(b) shall not be
                  available to the party whose failure to fulfill any obligation
                  under this Agreement, or the inaccuracy of whose
                  representations and warranties hereunder, shall have been the
                  cause of, or resulted in, the failure of the Closing to occur
                  on or before such date;



                                       25
<PAGE>

         (c)      by any of the parties hereto, if any order, injunction or
                  decree preventing the consummation of any of the transactions
                  contemplated by this Agreement, or imposing a condition to the
                  consummation of such transaction that is material and adverse
                  to such party, shall have been entered by any court of
                  competent jurisdiction or Governmental Entity and shall have
                  become final and nonappealable;

         (d)      by Purchaser, upon a breach of any material covenant or
                  agreement on the part of Seller set forth in this Agreement,
                  or if any representation or warranty of Seller was untrue when
                  made or has become untrue, in either case in a material
                  respect such that the conditions set forth in either of
                  Section 8.1 or 8.2 would not be satisfied (a "Terminating
                  Seller Breach"); provided, however, that, if such Terminating
                  Seller Breach is curable by Seller through the exercise of its
                  reasonable best efforts and for so long as Seller continues to
                  exercise such reasonable best efforts, Purchaser may not
                  terminate this Agreement under this Section 12.1(d) for a
                  period of 15 days after discovery and notification thereof not
                  to extend beyond October 15, 2001 (or June 30, 2002 in the
                  case of the MWC Stock only) without the consent of Seller and
                  Purchaser; or

         (e)      by Seller, upon breach of any material covenant or agreement
                  on the part of Purchaser set forth in this Agreement, or if
                  any representation or warranty of Purchaser was untrue when
                  made or has become untrue, in either case, in a material
                  respect such that the conditions set forth in either of
                  Section 9.1 or 9.2 would not be satisfied (a "Terminating
                  Purchaser Breach"); provided, however, that, if such
                  Terminating Purchaser Breach is curable by Purchaser through
                  the exercise of its reasonable best efforts and for so long
                  Purchaser continues to exercise such reasonable best efforts,
                  Seller may not terminate this Agreement under this Section
                  12.1(e) for a period of 15 days after discovery and
                  notification thereof not to extend beyond October 15, 2001 (or
                  June 30, 2002 in the case of the MWC Stock only) without the
                  consent of Seller and Purchaser.

         Section 12.2. Effect of Termination. Except as provided in Section
11.1, in the event of termination of this Agreement pursuant to Section 12.1,
this Agreement shall forthwith become void, there shall be no liability under
this Agreement on the part of any of the Parties or any of their respective
Representatives, and all rights and obligations of each party to this Agreement
shall cease, subject to the remedies of the parties as set forth in Sections
12.3(b) and 12.3(c); provided, however, that ASC's and the Seller's right to
terminate the Agreement is subject to the provisions of Section 12.4 hereof, and
nothing in this Agreement shall relieve any party from liability for the willful
breach of any of its representations and warranties or the willful breach of any
of its covenants or agreements set forth in this Agreement.


         Section 12.3. Damages, Expenses and Fees Following Certain Termination
Events.

         (a)      Expenses. Except as set forth in this Section 12.3, all
                  Expenses incurred in connection with this Agreement and the
                  transactions contemplated by this Agreement shall be paid by
                  the party incurring such expense. For purposes of this
                  Agreement, "Expenses" consist of all reasonable out-of-pocket
                  expenses (including all fees and expenses of counsel,
                  accountants, investment bankers, experts and consultants to a
                  party to this Agreement and its affiliates) incurred by a
                  party or on its behalf in connection with or related to the


                                       26
<PAGE>

                  authorization, preparation, negotiation, execution and
                  performance of this Agreement and all other matters related to
                  the closing of the transactions contemplated by this Agreement
                  (including, without limitation, in the case of Purchaser, any
                  reasonable and fully documented expenses incurred in
                  conducting a due diligence review of the Purchased Assets). In
                  no event shall Expenses include lost revenues, lost profits or
                  similar amounts.

         (b)      Amount Payable by ASC and Seller.

                  (i)      If this Agreement is terminated pursuant to Section
                           12.1(d) (or by Purchaser pursuant to Section 12.1(b)
                           and Seller or ASC has failed to perform any of its
                           material obligations under this Agreement or any of
                           Seller's or ASC's representations and warranties in
                           this Agreement is inaccurate or incomplete in any
                           material respect), Seller and ASC shall, upon such
                           termination, pay to Purchaser all Expenses incurred
                           by Purchaser, provided that the breach of this
                           Agreement by Seller or the inaccuracy of Seller's
                           representations and warranties giving rise to such
                           termination would substantially and adversely affect
                           Purchaser's ability to conduct the Business in
                           accordance with Purchaser's reasonable expectations.

                  (ii)     Payment of any amounts payable under this Section
                           12.3(b) shall be made by wire transfer of immediately
                           available funds to a bank account designated in
                           writing by Purchaser.

         (c)      Amount Payable by Purchaser.


                  (i)      If this Agreement is terminated pursuant to Section
                           12.1(e) (or by Seller pursuant to Section 12.1(b) and
                           Purchaser has failed to perform any of its material
                           obligations under this Agreement or any of
                           Purchaser's representations and warranties in this
                           Agreement is inaccurate or incomplete in any material
                           respect), then Seller shall be entitled to receive or
                           retain the Deposit (or such portion thereof as is
                           then being held by the Escrow Agent or Seller in
                           accordance with the terms of this Agreement) and to
                           receive from Purchaser any costs of enforcement or
                           collection incurred by Seller (including, without
                           limitation, reasonable attorneys' fees). If this
                           Agreement is terminated other than pursuant to
                           Section 12.1(d) hereof, Seller shall be entitled to
                           retain the Seller Deposit. The parties agree and
                           acknowledge that it would be extremely difficult to
                           calculate with precision Seller's actual damages
                           resulting from such a termination of this Agreement
                           pursuant to Section 12.1(e) or 12.1(b) hereof (or
                           other than pursuant to Section 12.1(d) hereof), and
                           that the Escrowed Deposit (or such portion thereof as
                           is then being held by the Escrow Agent in accordance
                           with the terms of this Agreement) and the Seller
                           Deposit, respectively, are intended as liquidated
                           damages and do not constitute a penalty. In the event
                           this Agreement is terminated other than as described
                           in the first sentence of this Section 12.3(c)(i), the
                           Escrowed Deposit (or such portion thereof as is then
                           being held by the Escrow Agent in accordance with the
                           terms of this Agreement) shall be returned to
                           Purchaser. In the event that this Agreement is
                           terminated pursuant to Section 12.1(d) hereof, the
                           Seller Deposit shall be returned to Purchaser.



                                       27
<PAGE>

                  (ii)     Payment of any amounts payable under this Section
                           12.3(c) shall be made by wire transfer of immediately
                           available funds to a bank account designated in
                           writing by Seller.

         (d)      Except as provided in Section 12.4 below and in Section 10.8,
                  each of the parties agrees that the payments provided for in
                  Sections 12.3(b) and (c) shall be the sole and exclusive
                  remedy of the parties upon a termination of this Agreement
                  pursuant to Section 12.1, and such remedy shall be limited to
                  the payments stipulated in Sections 12.3(b) and (c).

         (e)      Seller acknowledges that the agreements contained in this
                  Section 12.3 are an integral part of the transactions
                  contemplated by this Agreement, and that, without these
                  agreements, Purchaser would not enter into this Agreement;
                  accordingly, if Seller fails to pay promptly the amounts due
                  pursuant to Section 12.3(b), and, in order to obtain such
                  payment, Purchaser commences a suit which results in a
                  judgment against Seller for all or a portion of such amounts,
                  Seller shall pay Purchaser Expenses in connection with such
                  suit, together with interest on the amounts payable to
                  Purchaser at the prime rate of Fleet Bank, N.A. in effect on
                  the date such payment was required to be made.

         (f)      Purchaser acknowledges that the agreements contained in this
                  Section 12.3 are an integral part of the transactions
                  contemplated by this Agreement, and that, without these
                  agreements, Seller would not enter into this Agreement;
                  accordingly, if Purchaser fails to pay promptly the amount due
                  pursuant to Section 12.3(c), and, in order to obtain such
                  payment, Seller commences a suit which results in a judgment
                  against Purchaser for all or a portion of such amount,
                  Purchaser shall pay all expenses (including reasonable
                  attorneys' fees) incurred by Seller in connection with such
                  suit, together with interest on the amounts payable to Seller
                  at the prime rate of Fleet Bank, N.A. in effect on the date
                  such payment was required to be made.

         Section 12.4. Specific Performance. ASC and Seller acknowledge that it
would be difficult if not impossible to measure in money alone the damages that
could result from their failure to perform the obligations created by this
Agreement. Accordingly, if the Purchaser shall institute an action or proceeding
to enforce it, ASC and Seller hereby waive any claim or defense that the
Purchaser has an adequate remedy at law, and irrevocably agree not to urge in
any such action or proceeding the claim or defense that such a remedy exists.
Upon the election of the Purchaser to avail itself of the provisions of this
Section, in lieu of its remedies under Section 12.3, Seller and ASC agree that
upon the institution of any such action or proceeding, the provisions of this
Agreement shall be required to be specifically performed. The non-prevailing
party in any such action shall pay all expenses (including reasonable attorney's
fees) incurred by the prevailing party in connection with such suit.

                                   ARTICLE 13

                                  Miscellaneous

         Section 13.1. Consents to Assignment by Third Parties. This Agreement
shall not constitute an agreement to assign any asset, claim, contract, permit,
franchise, license or similar agreement or right if any attempted assignment of
the same without the consent of the other parties to this Agreement thereto
would constitute a breach thereof or in any way affect the rights of Seller or
Purchaser thereunder.




                                       28
<PAGE>

         Section 13.2. Confidentiality. Purchaser, ASC and the Seller are bound
by a Confidentiality Agreement, dated as of August 29, 2001, such parties hereby
confirm and agree to the continuing validity and effectiveness of that
Agreement.

         Section 13.3. Representations and Warranties. Seller and Purchaser
hereby agree that statements made in the Schedules attached hereto and the
certificates delivered in connection herewith shall be representations and
warranties for purposes of this Agreement.


         Section 13.4. Further Assurances. From and after the Closing Date, upon
the reasonable request of Purchaser from time to time, and at Purchaser's
expense, Seller shall execute and deliver all documents, make all rightful
oaths, testify in any proceedings and do all other acts which may be reasonably
necessary or desirable in the opinion of Purchaser to protect or defend the
right, title or interest of Purchaser in and to the Purchased Assets.
From and after the Closing Date, upon the reasonable request of Seller or ASC
from time to time, and at Seller's and ASC's expense, Purchaser shall execute
and deliver all documents, make all rightful oaths, testify in any proceedings
and do all other acts which may be reasonably necessary or desirable in the
opinion of Seller or ASC to confirm Purchaser's assumption of the Assumed
Liabilities.

         Section 13.5. Purchase Price Allocation. The aggregate purchase price
for the Purchased Assets paid by Purchaser in accordance with this Agreement
will be allocated among the Purchased Assets by Purchaser and Seller in
accordance with Section 1060 of the Code and the regulations thereunder.
Purchaser and Seller covenant and agree that Purchaser and Seller shall each
timely file (with the appropriate Internal Revenue Service) Form 8594 allocating
the aggregate purchase price to Class III assets as set forth on such form. The
covenants and agreements of Purchaser and Seller set forth in this Section shall
survive the Closing and shall continue so long as Purchaser or Seller (as the
case may be) is obligated under the Internal Revenue Code of 1986, as amended or
the regulations or rulings promulgated thereunder, to file Form 8594, including
any Supplemental Statement under Part IV of Form 8594. Purchaser and Seller will
furnish each other with a copy of the purchase price allocation information they
submit to the Internal Revenue Service, in connection with the filing of their
fiscal 2001 federal income tax returns.


         Section 13.6. Amendment. This Agreement may not be amended except by
written agreement of Seller and Purchaser.

         Section 13.7.  Governing Law; Severability.

         (a)      This Agreement shall be construed in all respects in
                  accordance with, and governed by, the internal laws (as
                  opposed to conflicts of laws provisions) of Vermont. The
                  parties agree that the state and federal courts located in
                  Vermont shall have jurisdiction with respect to all matters
                  arising under this Agreement and hereby submit to such
                  jurisdiction and service of process under the jurisdiction of
                  the courts of Vermont. If any provision, clause or part of
                  this Agreement, or the application thereof under certain
                  circumstances, is held invalid, the remainder of this
                  Agreement, or the applications of each provision, clause or
                  part under other circumstances, shall not be affected thereby.

         (b)      EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
                  MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
                  COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH
                  PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT


                                       29
<PAGE>

                  SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                  LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
                  TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
                  AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
                  REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
                  REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
                  WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
                  FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS
                  CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH
                  PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY
                  HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
                  THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
                  13.7(b).


         Section 13.8. Retention of Books and Records. Purchaser and Seller
shall retain for a period of three (3) years from the Closing all of their books
and records (including such records as may be stored in computer databases)
relating to the Purchased Assets. During such three-year period, each party will
make such books and records available to the other for purposes of inspection
and copying, upon a proper purpose being stated. If any party requires the
original of any document in possession of the other, such party shall provide
the same, if available, subject to the providing party's right to inspect and
copy it. Each party will have the right to destroy such books and records at any
time after the end of such three-year period; provided, however, that it shall
give written notice to the other party prior to the time it intends to destroy
such books and records so that if the other party wishes to take possession of
all or some part of such books and records it may do so, at its expense.


         Section 13.9. Waiver. The failure of Seller or Purchaser to insist, in
any one or more instances, upon performance of any of the terms or conditions of
this Agreement or enforce any right thereunder, shall not be construed as a
waiver or relinquishment of any rights granted hereunder or the future
performance of any such term, covenant or condition.


         Section 13.10. Headings. The descriptive headings in this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.


         Section 13.11. Counterparts/Facsimile Signatures. This Agreement may be
executed in any number of counterparts, and each such counterpart hereof shall
be deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.
This Agreement and any Related Agreements may be executed via facsimile, with
the delivery of facsimile signature deemed to be delivery of an original
signature.

         Section 13.12. Notices. Any notice, request, instruction or other
document to be given hereunder by any party to the others shall be in writing
and delivered personally or sent by registered or certified mail, postage
prepaid, or by facsimile:




                                       30
<PAGE>

         If to Purchaser:           Summit Ventures NE, Inc.
                                    1728 Sugarbush Access Road
                                    Warren, VT  05675
                                    Fax:  (802) 496-5455
                                    Attention:  Thomas McHugh

         with a copy to:            Gravel and Shea
                                    76 St. Paul Street, 7th Floor
                                    P.O. Box 369
                                    Burlington, VT  05402-0369
                                    Fax:  (802) 658-1456
                                    Attention:  Peter S. Erly, Esq.

         If to Seller:              Sugarbush Resort Holdings, Inc.
                                    P.O. Box 450
                                    Bethel, ME  04217
                                    Attention:  William Fair
                                    Fax:  (207) 824-5158

         with copies to:            American Skiing Company
                                    One Monument Way
                                    Portland, ME  04101
                                    Attention:  Foster A. Stewart, Jr., Esq.,
                                    General Counsel
                                    Fax:  (207) 791- 2607

                                    Pierce Atwood
                                    One Monument Square
                                    Portland, ME  04101
                                    Attention:  David J. Champoux, Esq.
                                    Fax:  (207) 791-1350

or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.

         Section 13.13. Benefit. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party hereto without the prior written
consent of the other parties hereto. Upon prior written consent being obtained,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. On or prior to the
First Closing, with the prior written consent of Seller, which consent shall not
be unreasonably withheld, Purchaser may assign all of its rights and delegate
all of its duties hereunder to a limited liability company or other entity
formed by the Purchaser for that purpose; provided, however, that (i) such
entity shall agree in writing to be bound by the terms and conditions of this
Agreement and the Related Agreements executed and delivered in connection
herewith, including without limitation the Escrow Agreement, and (ii)
notwithstanding such assignment and delegation, Purchaser shall remain liable
under this Agreement and the Related Agreements executed and delivered in
connection herewith .

         Section 13.14. Expenses. All expenses incurred by, on behalf of, or for
the benefit of Seller or Purchaser in connection with the closing of
transactions contemplated hereby, including without limitation, engineering,


                                       31
<PAGE>

legal, advisory, investment banking and accounting fees, shall be the
responsibility of and for the account of the party or parties who ordered or for
whose benefit the particular service or particular expense was incurred.


         Section 13.15. Public Announcement. The parties agree that promptly
after the execution and delivery of this Agreement, the parties shall make a
public announcement of the transactions contemplated hereby, in form and
substance to be agreed upon.

         Section 13.16. Third Party Beneficiaries. Each party hereto intends
that this Agreement shall not benefit or create any right or cause of action in
or on behalf of any person other than the parties hereto or their permitted
assigns.


         Section 13.17. Notices Under 32 V.S.A. 3260(a) and 21 V.S.A. 1322(b).
Not later than ten (10) days prior to the Closing: (a) the Purchaser shall
notify the Commissioner of the Vermont Department of Taxes of the proposed sale,
all in accordance with 32 V.S.A. 3260(a); and (b) the Seller shall notify the
Commissioner of the Vermont Department of Employment Security of the proposed
sale, all in accordance with 21 V.S.A. 1322(b). The parties agree that a
requirement of the Vermont Department of Taxes or the Vermont Department of
Employment Security that a portion of the purchase price be held in escrow shall
not excuse any party from the obligation to close the transactions which are the
subject of this Agreement.

         Section 13.18. Entire Agreement; Interpretation. This Agreement and the
Related Agreements executed and delivered in connection herewith constitute the
entire agreement between Seller, ASC and Purchaser with respect to the
transactions contemplated hereby, superseding all prior understandings and
agreements among Seller, ASC and Purchaser with respect to the subject matter
hereof. The headings in this Agreement are for convenience of reference only, do
not constitute part of this Agreement and shall not be deemed to limit or
otherwise affect any of the provisions of this Agreement. Where a reference in
this Agreement is made to a section, exhibit or schedule, that reference shall
be to a section of or exhibit or schedule to this Agreement unless otherwise
indicated. Neither party shall be deemed the drafter of this Agreement or any of
the exhibits hereto, which Agreement and exhibits are the product of detailed,
arms' length negotiations between the parties and their respective counsel.


         Section 13.19. Time of the Essence. Time shall be of the essence for
all purposes under this Agreement.


                                       32
<PAGE>



         IN WITNESS WHEREOF, the parties, as evidenced by the signatures of
their duly authorized agents, do hereby execute this Agreement as of the 7th day
of September, 2001.

IN PRESENCE OF:                             SUGARBUSH RESORT HOLDINGS, INC.



/s/ Mark J. Miller                         By: /s/ William J. Fair
------------------------------------          ----------------------------------
Witness

                                            AMERICAN SKIING COMPANY



/s/ Mark J. Miller                             By: /s/ William J. Fair
------------------------------------          ----------------------------------
Witness

                                            SUMMIT VENTURES NE, INC.




/s/ illegible                              By: /s/ Thomas McHugh
------------------------------------          ----------------------------------
Witness






                                       33

</TEXT>
</DOCUMENT>
