THE NEW AGREEMENT

We are pleased to announce the signing of a Restated Asset Purchase Agreement. Closing for this agreement occurred on December 6, 1995 with $700,000 in cash and sales in excess of 1,000. We would like to outline the significant new terms of the agreement. The basic terms of the original March Agreement remain in effect with the exception of the following points, which the Cooperative Trustees believe summarize the most important changes:

1. The purchase price remains at $2.5 million, but the Seller has agreed to accept $500,000 in cash, instead of $800,000 as originally agreed. The Cooperative must pay the balance of the purchase price by the transfer to Seller of all monies collected from the sale of shares. This includes the $50 per month to be paid by shareholders who have decided to pay for their shares over thirty months as well as the full $1,500 price to be paid by other new shareholders. The Cooperative must pay Seller the full $2.5 million not later than 60 months after closing.

2. At closing the Cooperative will retain from prior share sales $200,000 to be held by the Cooperative in a segregated deposit account and used only for operating funds. The Cooperative will pay Seller interest on the retained $200,000 as the Cooperative earns interest on the deposit and the Cooperative will pay 4% annual interest on any portion spent by the Cooperative. The Cooperative will repay to Seller the $200,000 beginning 30 months after closing. Repayment will be made first from any unspent funds in the deposit and the balance from receipts of the Cooperative from the sale of its shares. The Cooperative must repay the entire amount within 60 months after closing. All repayments of this $200,000 amount will be credited to the purchase price.

3. The Cooperative is required not later than 30 months after closing to sell a total of not less than 1666 shares and perhaps as many as 1800 shares. The number required to be sold in excess of 1666 will depend upon whether and how much the Cooperative has spent from the $200,000 account described in paragraph 2, immediately above.

4. The Seller is obligated to lend the Cooperative amounts totaling not more than $300,000 to pay for emergency capital repairs to ski lifts and buildings necessary to maintain ski area operations at Mad River Glen at a level of safety, reliability and availability equal to operations during the 1994/1995 ski season. These funds will be made available to the Cooperative through December 1, 1997. The Cooperative agrees to pay back the monies borrowed under this program within thirty months of the date of the loan. Interest at an agreed annual rate (12% until $1 million has been paid against the purchase price and prime + 2% thereafter) is due monthly.

5. The new Agreement makes specific the Seller's liability to pay the costs of remediation of certain permit and/or environmental law violations. The Cooperative must by October 1, 1996, set the remediation costs of all permit and environmental defects which it has identified by closing.

6. The Cooperative will reimburse Seller for Seller's expense after October 1, 1995 in preparing for the 1995-96 ski season. The Seller will pay to the Cooperative its advance sales receipts for seasons tickets and the like.

7. Mad River Corporation's obligation to pay the remaining organizational expenses of the Cooperative is fixed at $23,000. The Trustees believe that this amount may be sufficient to cover the estimated closing expenses and that any unpaid remainder is not likely to impose materially on the Cooperative's finances.

Under the new Agreement, the Cooperative will have available for operating funds: $200,000 to be retained from past share sales, operating revenues including an estimated $100,000 net proceeds from season's ticket sales (after reimbursement to Seller of an estimated $70,000 for Seller's pre-closing expenses for the 1995-96 season), and approximately $200,000 from owners' advance purchase commitments (some of which is already counted in the seasons ticket sales). In addition, the Cooperative will have available from Seller loans totaling up to $300,000 for emergency repairs to lifts and buildings.

These amounts are materially less than would have been available to the Cooperative if it had closed on October 1, 1995 under the March Agreement with 2000 shares already sold. In addition, the Cooperative will face interest expense for any portion it uses from the $200,000 operating fund and $300,000 emergency repair fund which are new agreement provisions. The financial viability of the Cooperative, therefore, will depend upon sale after closing of additional shares (as well as the usual business risks of owning a ski area).

e-mail us at ski@madriver.com