PURCHASE AND SALE CONTRACT BETWEEN JHL&S LLC, a Wyoming limited liability company AS SELLER AND Lodging Capital Partners, LLC, an Illinois limited liability company AS PURCHASER SNAKE RIVER LODGE & SPA

1.1 Definitions. As used herein, the terms below shall have the following meanings:

1.1.10 "Casualty" shall have the meaning set forth in Section 13.1.1.

1.1.11 "Casualty Notice" shall have the meaning set forth in Section 13.1.1.

1.1.13 "Closing Date" means the date on which date the Closing of the conveyance of the Property is required to be held pursuant to Section 6.1.

1.1.14 "Code" shall have the meaning set forth in Section 2.5.6_,.

1.1.16 "Confidentiality Agreement" means the Confidentiality Agreement, relating to the Property by and between Purchaser and Broker and as to which Seller is an express third--party beneficiary.

1.1.18 "Consumables" means all engineering, maintenance and housekeeping supplies, food and beverage department supplies, including soap, cleaning materials and matches; stationery and printing supplies; and other supplies of all kinds, whether containing the RockResorts Marks or Vail Marks, used, unused, or held in reserve storage for future use in connection with the maintenance and operation of the Hotel that are on hand as of the Closing Date, excluding, however, (a) all Inventory, (b) Operating Equipment or, (c) items or property owned by Invitees, Tenants, or the Hotel Manager.

1.1.24 "Designated Representative(s)" shall have the meaning set forth in Section 8.1.2.

1.1.27 ^"Emergency^" means any situation where the applicable Person, in its reasonable judgment, concludes that a particular action (including, without limitation, the expenditure of funds) is necessary (i) to avoid material damage to property, or (ii) to protect any natural Person from physical harm.

1.1.32 "Excluded Property" means those items listed on Schedule 1.1.32.

1.1.33 "Executive Order" shall have the meaning set forth in Section 1.1.67.

1.1.46 "Intellectual Property" shall have the meaning set forth in Section 8.1.1.22.

1.1.47 "Inventory" means, collectively, all the Food and Beverage Inventory, the Spa Retail Inventory, the Spa Production Inventory and the Mini--Bar Inventory.

1.1.49 "Invitee(s)" means any customer, guest, employee, or other person furnishing goods or services to the Property.

1.1.51 "Lease(s)" means Seller's right and obligations as landlord or owner under any and all leases, subleases, concessions, licenses, and other occupancy contracts, whether or not of record, which provide for the use or occupancy of space or facilities on or relating to the Property and which are in force as of the Closing Date for the applicable Property.

1.1.52 "Liabilities" shall have the meaning set forth in Section 2.3.

1.1.53 "Liquor Authority" means, collectively, the Wyoming State Department of Revenue Liquor Distribution Division and the County Clerk of Teton County, Wyoming.

1.1.57 "Materials" means any documents with respect to the Property or Hotel reviewed by Purchaser during its Investigation in accordance with the Site Access Agreement.

1.1.58 "Mini--Bar Inventory" means all of the retail merchandise, including beverage items such as soft drinks, juices and bottled water, that is held for sale in the mini--bars in the guest rooms, whether in the individual guest rooms or in storage for future use.

1.1.60 "Non--Material Property Contracts" shall have the meaning set forth in Section 8.1.1.14.

1.1.65 "Person" means any individual, limited partnership, limited liability company, general partnership, association, joint stock company, joint venture, estate, trust

1.1.67 "Prohibited Person" means any of the following: (a) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the "Executive Order"); (b) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a person or entity that is named as a "specially designated national" or "blocked

1.1.69 "Property Contracts" means all contracts, agreements, equipment leases, purchase orders, reservation and telephone equipment and system contracts, maintenance, service, or utility contracts and similar contracts, that relate to the ownership, maintenance, operation, provisioning or equipping of the Hotel, but only to the extent assignable by their terms or applicable law, and not including (a) Leases, (b) Bookings, (c) any national contracts entered into by Seller, Hotel Manager or Vail with respect to the Property that terminate automatically upon transfer of the Property by Seller, or (d) the Existing Hotel Management Agreement.

1.1.71 "Purchase Price" means the consideration to be paid by Purchaser to Seller for the purchase of the Property pursuant to Section 2.3.

1.1.90 "Tenant(s)" means any person or entity entitled to occupy any portion of the Property under a Lease.

2.3.1 On the Effective Date, Purchaser shall deliver to ▇▇▇▇▇▇▇ Hole Title Company ("Escrow Agent" or "Title Insurer") a deposit (the "Deposit") of $1,000,000 by wire transfer of immediately available funds ("Good Funds").

2.3.2 The balance of the Purchase Price for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 11:00 a.m., Mountain Time, on the Closing Date.

2.5.1 Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract. Escrow Agent shall invest the Deposit in (a) Treasury Bills or other short--term U.S. governmental obligations or repurchase contracts for the same, (b) one or more money market funds, the sole assets of which are Treasury Bills or other short--term U.S. governmental obligations or repurchase contracts for the same, or (c) any other investment approved by both Seller and Purchaser. Upon completion of all documentation required by the Escrow Agent, including a completed IRS Form W--9 from Purchaser, all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.

2.5.2 Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date, at which time the Deposit shall be applied against the Purchase Price, or (ii) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 2.5.3. The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

2.5.3 If the Deposit has not been released earlier in accordance with Section 2.5.2, and either party makes a written demand in accordance with Section 15.5 upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within five Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment (subject to Purchaser's obligation under Section 3.2 to return all Third--Party Reports and information and Materials provided to Purchaser as a pre--condition to the return of the Deposit to Purchaser). If Escrow Agent does receive such written objection within such five--Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or notification of a final judgment or arbitrator's decision. However, Escrow Agent shall have the right at any time to deposit the Deposit and interest thereon, if any, with a court of competent jurisdiction in the State of Wyoming. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

2.5.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of either of the parties or liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence. Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney's fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.

2.5.5 The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent. Escrow Agent shall execute the signature page for Escrow Agent attached hereto with respect to the provisions of this Section 2.5; provided, however, that (a) Escrow Agent's signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall become fully effective upon execution by Purchaser and Seller, and (b) the signature of Escrow Agent shall not be necessary to amend any provision of this Contract other than this Section 2.5.

2.5.6 Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), shall at Closing provide to Seller or Purchaser, as appropriate, a completed IRS Form 1099--S and shall cause a completed IRS Form 1099--MT to be prepared and provided to Seller or Purchaser, as appropriate.

2.5.7 The provisions of this Section 2.5 shall survive the termination of this Contract, and if not so terminated, shall survive the Closing and delivery of the Deed.

4.3 Permitted Exceptions. The Deed delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed "Permitted Exceptions":

5.1.1 EXCEPT FOR "SELLER'S REPRESENTATIONS," PURCHASER IS
PURCHASING THE PROPERTY "AS IS," "WHERE IS," AND "WITH ALL FAULTS." EXCEPT FOR "SELLER'S REPRESENTATIONS," SELLER IS NOT MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR ANY PARTNER, DIRECTOR, SHAREHOLDER, MEMBER, MANAGER, OFFICER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT, ADVISOR OR BROKER THEREOF, AS TO ANY MATTER CONCERNING THE PROPERTY, OR SET FORTH, CONTAINED OR ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING, WITHOUT LIMITATION, THE COMPLETENESS THEREOF), INCLUDING, WITHOUT LIMITATION:

5.1.2 Except for Seller's Representations, Purchaser is taking the Property subject to all violations of any federal, state or local law, including, without limitation, those violations (a) disclosed in the Title Report or violations searches, or (b) contained in the Permits.

5.1.7 Section 5.1 shall survive the Closing.

6.2 Seller Closing Deliveries. At Closing, Seller shall deliver, or cause to be delivered, to Escrow Agent, each of the following items:

6.2.6 An affidavit certifying that Seller is not a "foreign person" within the meaning of the Code, that the transaction contemplated hereby does not constitute a disposition of a United States real property interest by a foreign person, and that, at Closing, Seller will not be subject to the withholding requirements of Section 1445 of the Code;

6.2.8 As soon as practicable after the Closing, Seller shall deliver to Purchaser (if not then located in the Improvements) all combinations to safes, keys, codes and passcards relating to the operation of the Hotel and forming part of the Personal Property. The location of such items at the Hotel on the Closing Date shall constitute delivery to Purchaser;

6.2.9 A duly executed Hotel management agreement in the form attached hereto as Exhibit E (the "Hotel Management Agreement") executed by Manager;

6.2.10 A duly executed settlement statement reflecting adjustments and prorations as required under this Contract (the "Settlement Statement");

6.2.11 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction; and

6.2.12 A closing certificate from Seller (the "Seller's Update Certificate") reaffirming Seller's Representations in accordance with Section 8.1.3.

6.2.13 A duly executed consent from ▇▇▇▇▇▇▇ Hole Mountain Resort Corporation regarding certain access rights substantially in the form attached hereto as Exhibit F.

6.2.14 A duly executed assignment and consent of Seller of the Management Agreement of the Residences at Snake River Lodge & Spa Owners Association in the form and substance agreed to by Purchaser and Seller.

6.3.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser's authority to consummate this transaction; and

6.3.10 A closing certificate from Purchaser (the "Purchaser's Update Certificate") reaffirming Purchaser's representations and warranties set forth in Section 8.2 in accordance with Section 8.2.2.

Seller and Purchaser will prepare and execute such additional instruments, affidavits, certificates, assignments and other assurances as are reasonably requested by either party hereto or by the Title Insurer and are customary for similar transactions in order to convey, assign and transfer all of Seller's right, title and interest in and to the Property to Purchaser.

6.7.1 Cash Accounts. Except for those amounts held in accounts listed on Schedule 6.7.1 that are required by law to be maintained in separate accounts, all funds held in any accounts maintained by or for the benefit of Seller at the Apportionment Time will be removed by Seller as of the Apportionment Time for the benefit of Seller. Seller shall receive a credit for (a) all cash held in the Hotel house banks or vaults and any ▇▇▇▇▇ cash located at the Hotel as of the Apportionment Time and (b) all funds held in any account listed on Schedule 6.7.1 as of the Apportionment Time.

6.7.2 Guest Ledger. Guest ledger receivables (i.e., amounts, including, without limitation, room charges and charges for food and beverages, accrued to the accounts of guests and other customers of the Hotel as of the Apportionment Time) ("Guest Ledger Receivables") shall be prorated between Purchaser and Seller. Seller shall receive a credit for all Guest Ledger Receivables for all room nights and other charges up to, but not including, the room night during which the Apportionment Time occurs, and Purchaser shall be entitled to the amounts of Guest Ledger Receivables for the room nights and other charges after the Apportionment Time. The final night's room revenue (revenue from rooms occupied on the evening preceding the Closing Date) and any taxes thereon shall be allocated 50% to Seller and 50% to Purchaser. All revenues from restaurants, bars, lounge facilities, retail sales, in--room movies, telephone charges and all other revenues for the night during which the Apportionment Time occurs shall belong to Seller, and Seller shall bear all expenses related to such revenues, including, but not limited to, payroll and costs of sales.

6.7.3 City Ledger Receivables. Seller shall receive a credit for, and Purchaser shall purchase from Seller, all city ledger accounts receivable that are less than 120 days old. Such credit shall equal the amount of the accounts receivable, less 2% (representing historic reserves or write offs for bad debt under 120 days old for uncollectible amounts).

6.7.4 Other Accounts Receivable. Except as set forth in Sections 6.7.2 and 6.7.3, all accounts receivable for all periods prior to the Apportionment Time shall remain the property of Seller. After the Closing Date, Purchaser shall use commercially reasonable efforts to collect in the ordinary course of business all such accounts receivable (other than accounts

receivable from credit card companies that shall be collected directly by Seller). Periodically (but no less frequently than monthly), Purchaser shall submit to Seller all amounts received in respect of such accounts receivable, together with an itemization of such accounts receivable. If Purchaser receives any amounts in respect of such accounts receivable after such date, Purchaser shall be deemed to be the trustee of Seller with respect thereto, and Purchaser shall promptly remit the same to Seller. Seller may utilize such procedures that it deems necessary, in its sole discretion, to collect accounts receivable, but Seller will not commence litigation against any obligors.

6.7.5 Inventory. Seller shall receive a credit for the cost of all Inventory existing at the Apportionment Time, provided that, for Food and Beverage Inventory, Seller shall receive a credit only for the cost of Food and Beverage Inventory in unopened containers at the Apportionment Time.

6.7.6 Prepaid Expenses, Deposits and Insurance. Seller shall receive a credit for prepaid expenses directly or indirectly allocable to any period from and after the Closing Date, including, without limitation, prepaid rents under any equipment lease, annual permit and inspection fees, fees for licenses, trade association dues and trade subscriptions, all security or other deposits paid by or on behalf of Seller to third parties, to the extent the same are transferable and remain on deposit for the benefit of Purchaser, and prepaid advertising that has not been published, mailed or aired, and marketing and advertising inventory items such as brochures and other material if related to the marketing of the Hotel as a RockResorts. Prepaid insurance premiums will not be prorated, and Purchaser shall not assume, and Seller shall not assign, any insurance policies, Purchaser hereby acknowledging its obligation to obtain its own insurance related to or for the Property.

6.7.7 Property Contracts, Leases; Trade Payables. Any amounts prepaid or payable under any Property Contracts, Leases and any other trade payables shall be prorated as of the Apportionment Time between Purchaser and Seller. All amounts known to be due under Property Contracts and Leases with reference to periods prior to the Closing Date shall be paid by Seller or credited to Purchaser, as appropriate.

6.7.8 Utilities; Telephone. Telephone and facsimile charges and charges for the supply of heat, steam, electric power, gas, lighting, cable television and any other utility service shall be prorated as of the Apportionment Time between Purchaser and Seller. Where possible, cutoff readings will be secured for all utilities as of the Apportionment Time. To the extent cutoff readings are not available, the cost of such utilities shall be apportioned between the parties on the basis of the latest actual (not estimated) ▇▇▇▇ for such service.

6.7.9 Gift Certificates. Purchaser shall receive a credit for 50% of the face value of all unredeemed gift certificates issued by Seller or Hotel Manager as of the Apportionment Time.

6.7.10 Payroll Liabilities. All amounts known to be due to employees or to taxing authorities, or to other third parties, related to payroll costs incurred during periods prior to the Closing Date, including, without limitation, accrued bonus, vacation and sick pay and other employee benefits shall be paid by Seller or credited to Purchaser.

6.7.11 Taxes and Assessments. Seller shall be solely responsible for any taxes due in respect of its income, net worth or capital, if any, and any privilege, sales, transient occupancy tax, due or owing to any governmental entity in connection with the operation of the Property for any period of time prior to the Apportionment Time, and Purchaser shall be solely responsible for all such taxes for any period from and after the Apportionment Time, provided that any income tax arising as a result of the sale and transfer of the Property by Seller to Purchaser shall be the sole responsibility of Seller. All ad valorem taxes, special or general assessments, real property taxes, water and sewer rents, rates and charges, vault charges, and any municipal permit fees shall be prorated as of the Apportionment Time between Purchaser and Seller. Seller shall also provide Purchaser with a credit at Closing for then unpaid 2005 real estate taxes (payable in 2006). Seller shall further provide Purchaser with a credit at Closing for 2006 real estate taxes (payable in 2007) attributable to the period from January 1, 2006 to the Closing Date, such credit to be calculated based upon the actual 2005 real estate taxes paid increased by 3% and prorated based on the number of days in 2006 from January 1, 2006 to Closing.

6.7.12 Bookings. Purchaser shall receive a credit for advance payments and deposits under Bookings.

6.7.13 Security Deposits. Except as set forth in Section 6.7.1, Purchaser shall be entitled to a credit for all unapplied security and other deposits, if any, held by Seller as of the Apportionment Time with respect to Property Contracts and Leases.

6.7.14 Capital Leases. At Closing, Purchaser will assume all obligations related to the capital leases identified on Schedule 6.7.14 without adjustment or proration.

6.7.15 Other Items. Other Working Capital items and such other items as are provided for in this Contract or as are normally prorated and adjusted in the sale of real property or of a hotel shall be prorated as of the Apportionment Time in accordance with local custom in the State of Wyoming.

6.8.1 Access. Purchaser and Seller shall have the right to have their representatives present (i) before the Closing Date for the purpose of observing the taking of any inventories by Seller's designee (including the counting of house funds), the review of receivables, or any other matters to be performed pursuant to this Section 6.8, and (ii) after the Closing Date for the purpose of review of receivables or any other post--closing adjustments provided for in this Contract, and such representatives shall be given reasonable access to the Hotel Books and Records that are relevant to the preparation of the proposed closing statement and the Settlement Statement.

6.8.2 Calculations. All prorations shall be made on the basis of the actual number of days of the year, or month, as applicable, which shall have elapsed as of the Closing Date.

7.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to Section 6.2 shall have been delivered;

7.1.2 Each of Seller's Representations shall be true in all material respects as of the Closing Date;

7.1.3 The Title Insurer shall be irrevocably committed to issue a policy in conformance with the Title Report, subject only to the Permitted Exceptions;

7.1.4 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder;

7.1.5 Seller shall have terminated the Existing Hotel Management Agreement; and

7.1.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser.

7.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to Section 6.3 shall have been delivered;

7.2.2 Each of the representations and warranties of Purchaser contained herein shall be true in all material respects as of the Closing Date;

7.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Purchaser hereunder;

7.2.4 Seller shall have received all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated hereby; and

7.2.5 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of Purchaser.

8.1.1 Seller makes the following representations and warranties to Purchaser ("Seller's Representations"):

8.1.1.3 Authorization and Execution. This Contract has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller, constitutes the valid and binding agreement of Seller and is enforceable in accordance with its terms, and the documents or instruments contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller, will be duly executed and delivered by Seller, and, when so executed and delivered, will constitute, the valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting enforcement of creditor's rights generally and by general principles of equity (whether applied in a proceeding at law or equity). Each person executing this Contract and the other documents contemplated hereby on behalf of Seller has (or will have at the time of such execution) the authority to do so.

8.1.1.4 Non--contravention. The execution and delivery of, and the performance by Seller of its obligations under, this Contract does not and will not contravene, or constitute a material default under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree or other instrument binding upon Seller or to which the Property is subject, or result in the creation of any lien or other encumbrance on any asset of Seller.

8.1.1.5 Seller Is Not a "Foreign Person". Seller is not a "foreign person" within the meaning of Section 1445 of the Code, (i.e., Seller is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person as those terms are defined in the Code and regulations promulgated thereunder).

8.1.1.6 No Approvals. Other than as disclosed in the Title Report or documents provided therewith, routine transfers of local business licenses and the payment of fees and taxes related thereto, and as set forth on Schedule 8.1.1.6, no governmental authority or third--party filings, approvals or consents are required for Seller's execution and delivery of, or performance of its obligations under, this Contract, and Seller's execution, delivery and performance of this Contract, do not and will not violate, and are not restricted by, any contractual obligation of Seller or any federal, state or local laws, statutes or ordinances to which Seller is a party or by which Seller or any of the Property is bound.

8.1.1.8 Compliance with Existing Laws. Neither Seller nor any Affiliate of Seller has received any uncorrected written notice of any violation of any laws

binding upon Seller or to which the Property is subject, which violation would be reasonably expected to have a Material adverse effect on Seller. Seller further represents that no written notice from any governmental authority has been received by Seller or any Affiliate of Seller revoking, canceling, denying renewal of, or threatening any such action with respect to any

authorization.

8.1.1.9 Employees. Seller has not entered into any employment agreements that are currently in effect.

8.1.1.10 Collective Bargaining Agreements. Seller has not entered into any collective bargaining agreements that are currently in effect.

8.1.1.11 Condemnation Proceedings. There is no condemnation or eminent domain proceeding pending, or, to the knowledge of Seller, threatened, against any part of the Real Property.

8.1.1.12 Actions or Proceedings. Except as set forth in Schedule 8.1.1.12, there is no action, suit or proceeding pending, or to the knowledge of Seller, threatened against or affecting Seller or the Property in any court, before any arbitrator or before or by any governmental authority.

8.1.1.13 Hazardous Substances. Other than as set forth in Schedule 8.1.1.13 or in the Environmental Reports:

8.1.1.14 Contracts. There are no Property Contracts or Leases that will affect the Property following the Closing Date, except as set forth on Schedule 8.1.1.14 or as otherwise permitted under this Contract. If there exists any Property Contract that is not shown on Schedule 8.1.1.14, the foregoing representation shall not be deemed to be incorrect to the

extent (a) amounts paid under such Property Contract are reflected in the Financial Statements, (b) amounts to be paid under such Property Contracts do not exceed after the Closing Date $30,000, in the aggregate, in any year, (c) such Property Contract is entered into after the Effective Date in accordance with this Contract in the ordinary course of business, (d) such contracts for the rental of a Hotel room, suite, banquet or meeting room or convention facilities, (e) such contract constitutes a purchase order for Consumables, Operating Equipment or any Inventory in the ordinary course of business, or (f) such contract is terminable by Purchaser without penalty on not more than 60 days' prior notice (the contracts identified in subsections (b), (d), (e) and (f) collectively may be referred to as "Non--Material Property Contracts"). Each Lease and Property Contract (other than Non--Material Property Contracts) is in full force and effect, and, to Seller's knowledge, there are no defaults or events that, with notice or lapse of time or both, that constitute a default by Seller under such Leases or Property Contracts (other than Non--Material Property Contracts) and, to Seller's knowledge, by any other party thereto.

8.1.1.15 Financial Information. Seller has provided to Purchaser a copy of a balance sheet as of November 30, 2005 and as of July 31, 2005 and income statements for the four--month period ending November 30, 2005 and for the fiscal year ending July 31, 2005 (collectively, "Financial Statements"). The Financial Statements are (a) are true, complete and correct in all material respects, and (b) accurately represent the financial condition and results of operations of Seller or the Property, as applicable, as of the date of such reports.

8.1.1.16 Insurance. Schedule 8.1.1.16 is a true, correct and complete list of the insurance policies maintained by Seller or on Seller's behalf for the Property. Seller has not received written notice from any insurance company that any such insurance policy has been terminated.

8.1.1.17 Title. Seller owns the Personal Property free and clear of liens, other than the Permitted Exceptions to the extent applicable to the Personal Property. All Bookings are held in Seller's name.

8.1.1.18 Property Tax Appeals. Except as otherwise set forth on Schedule 8.1.1.18, there are no pending ad valorem property tax appeals that have been filed by Seller or its Affiliates with respect to the Property.

8.1.1.19 Permits. To Seller's knowledge, all Permits maintained by Seller for the operation of the Hotel are in full force and effect. Except as otherwise disclosed to Purchaser in said Schedule 8.1.1.19, as of the date hereof, Seller has not received written notice of any material violations of any Permit.

8.1.1.20 Liquor License. Schedule 8.1.1.20 is a true, correct and complete list of the Existing Liquor License. The Existing Liquor License is active and in good standing without pending disciplinary action by the Liquor Authority.

8.1.1.21 Right of First Refusal. There do not exist any rights of first refusal to acquire any part of the Hotel.

8.1.1.22 Trademarks. Schedule 8.1.1.22 sets forth all trademarks, service marks, registered trade names, registered copyrights, patents and licenses (excluding

licenses for the use of computer software programs) and other intellectual property owned by Seller (the "Intellectual Property").

8.1.2 Any representations and warranties made "to Seller's knowledge" (or similar variations) shall not be deemed to imply any duty of inquiry. For purposes of this Contract, the term Seller's "knowledge" shall mean and refer only to actual present knowledge of the Designated Representatives and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, member, manager, employee or representative of Seller, or any Affiliate of Seller, or to impose upon such Designated Representatives any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representatives any individual personal liability. As used herein, the term "Designated Representatives" shall refer to ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

8.1.3 Seller's Representations set forth in Section 8.1 of this Contract shall be true, accurate and correct in all material respects upon the Effective Date and shall be deemed to be repeated on and as of the Closing Date, except as they relate only to an earlier date and except to the extent of any circumstances then existing that modify the representations and warranties

(provided, however, that the foregoing shall not in any way be construed as contradicting Section 7.1.2). Seller's Representations in any other Seller Documents shall remain operative and shall survive for nine months following Closing.

8.1.4 Notwithstanding anything in this Contract to the contrary, Purchaser shall be required to give Seller prompt written notice of any matter of which Purchaser has actual knowledge prior to the Closing with respect to which Purchaser reasonably concludes indicates that Seller has breached any of its representations or warranties made by Seller under this Contract. In furtherance thereof, Seller shall have no liability with respect to any of the foregoing representations and warranties or any representations and warranties made in any other Seller Document, to the extent that (i) on or before the Closing, Purchaser obtained actual knowledge (from whatever source, including, without limitation, information provided in the Materials, including the Title Report and documents related thereto, as a result of Purchaser's own due diligence tests, investigations and inspections of the Property, or disclosure by Seller or any of Seller's agents and employees) or (ii) otherwise is contained in any Materials delivered to Purchaser or Broker, the Title Report and documents related thereto, or the results of any of Purchaser's own due diligence tests, investigations and inspections of the Property, contained information that contradicts the applicable representations and warranties, or renders the applicable representations and warranties untrue or incorrect, and Purchaser nevertheless consummates the transaction contemplated by this Contract.

8.2.1.2 Authorization and Execution. This Contract has been duly authorized by all necessary action on the part of Purchaser, has been duly executed and delivered by Purchaser, constitutes the valid and binding agreement of Purchaser and is enforceable in accordance with its terms, and the documents or instruments contemplated hereby have been duly authorized by all necessary action on the part of Purchaser, will be duly executed and delivered by Purchaser, and, when so executed and delivered will constitute, the valid and binding agreements of Purchaser, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting enforcement of creditor's rights generally and by general principles of equity (whether applied in a proceeding at law or equity). Each person executing this Contract and the other documents contemplated hereby on behalf of Purchaser has (or will have at the time of such execution) the authority to do so.

8.2.1.3 Non--contravention. The execution and delivery of, and the performance by Purchaser of its obligations under, this Contract, do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser.

8.2.1.4 No Approvals. No governmental authority or third--party filings, approvals or consents are required for Purchaser's execution and delivery of, or performance of its obligations under, this Contract, and Purchaser's execution, delivery and performance of this Contract, do not and will not violate, and are not restricted by, any other contractual obligation or any federal, state or local laws, statutes or ordinances to which Purchaser is a party or by which Purchaser is bound.

8.2.1.5 Litigation. No pending or, to the knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Contract or would declare illegal, invalid or non--binding any of Purchaser's obligations or covenants to Seller.

8.2.1.6 Prohibited Person. Purchaser is not a Prohibited Person. To Purchaser's knowledge, none of its controlling investors, nor any brokers or other agents (if any) acting or benefiting in any capacity in connection with this Contract, is a Prohibited Person. The funds or other assets Purchaser will transfer to Seller under this Contract are not the property of, and no controlling interest therein is beneficially owned, directly or indirectly, by, a Prohibited Person. No funds or other assets Purchaser will transfer to Seller under this Contract are the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7).

9.1.1 the Hotel will continue to be operated and maintained substantially in accordance with its present standards;

9.1.7 To the extent maintained by a prudent owner of comparable properties that are similarly situated to the Hotel, Seller will maintain in effect all policies of insurance for the Hotel which are in effect as of the date hereof, or similar policies of insurance, with no less than the limits of coverage now carried with respect to the Hotel.

10.2.1 Purchaser's Indemnity. From and after the Closing, Purchaser shall protect, defend, indemnify and hold Seller Indemnified Parties free and harmless from and against (a) any and all third--party Losses for personal injury or death and property damage to the extent related to the Hotel and also accruing from and after the Closing, and (b) any Losses to the extent arising from a breach of Purchaser's representations set forth in Section 8.2 ("Seller's Claims"). Notwithstanding anything in this Contract to the contrary, (x) the indemnity set forth in subsentence (a) shall survive until the expiration of the applicable statute of limitations and (y) the indemnity set forth in subsentence (b) above shall survive for 9 months after the Closing Date. Such indemnity, as well as Purchaser's representations set forth in Section 8.2 shall automatically be null and void and of no further force and effect on the date immediately succeeding the 9--month anniversary of the Closing Date, unless on or before such date, Seller shall have provided notice hereunder to Purchaser alleging that Purchaser shall be in breach of such representation or warranty and that Seller shall have suffered actual damages as a result thereof. Seller shall then have 30 days following delivery of such notice to commence a legal proceeding against Purchaser. If Seller has not commenced a legal proceeding against Purchaser within such 30--day period following delivery of notice, then such representations and indemnity shall be null and void and Purchaser's obligations under this Section 10.2.1 with respect to such representations and indemnity shall terminate.

10.2.2 Seller's Indemnity. From and after the Closing, Seller shall protect, defend, indemnify and hold Purchaser and Purchaser's officers, directors, shareholders, Affiliates, partners, members, parents, subsidiaries, successors and assigns (collectively, "Purchaser Indemnified Parties"), free and harmless from and against (a) any and all third--party Losses for personal injury or death and property damage to the extent related to the Hotel and also accruing prior to the Closing, (b) any Losses to the extent arising from (i) a breach of Seller's Representations, or (ii) a breach of Seller's covenants set forth in Sections 9.1.2 and 9.1.3 (except to the extent that Purchaser has knowledge of an inaccuracy or breach of representation, warranty or covenant as provided in the last sentence of the last paragraph of Section 8.1 and nonetheless closes), or (iii) a breach of Seller's covenant set forth in Section 10.7 (collectively, "Purchaser's Claims"). Notwithstanding anything in this Contract to the contrary, (x) the indemnity set forth in subsentence (a) shall survive until the expiration of the applicable statute of limitations and (y) the indemnity set forth in subsentence (b) above shall survive for 9 months after the Closing Date other than the indemnity under clause (iii) of subsentence (b), which shall survive until the issuance of a "no further action" or equivalent advice from the applicable governmental agency. Such indemnity shall automatically be null and void and of no further force and effect on the date immediately succeeding the periods set forth in clauses (x) and (y), unless on or before such applicable date, Purchaser shall have provided notice hereunder alleging that Seller shall be in breach of such representation or warranty and that Purchaser shall have

suffered actual damages as a result thereof. Purchaser shall then have 30 days following delivery of such notice to commence a legal proceeding against Seller. If Purchaser has not commenced a legal proceeding against Seller within such 30--day period following delivery of notice, then such representations and indemnity shall be null and void and Seller's obligations under this Section

10.2.2 with respect to such representations and indemnity shall terminate. The maximum aggregate amount of liability that Seller shall have under any circumstance under this Contract for any claim or Loss (singularly or in aggregate of all claims and Losses) for a breach of Seller's Representations and the indemnity obligation set forth in subsentence (ii) shall not exceed, in the aggregate, $1,500,000 (the "Damage Cap"); provided, however, that Purchaser shall not have the right to assert a claim under this Section 10.2.2 for a breach of Seller's Representations or the indemnity obligation set forth in subsentence (ii) unless the Loss to Purchaser on account of such breach (individually or when combined with Losses from other breaches) equals or exceeds $75,000 (the "Threshold"), in which event Purchaser may assert claims for the full amount of such Loss in excess of such Threshold, but in no event to exceed the Damage Cap. Notwithstanding the foregoing, (i) the Threshold shall not apply to any claim for indemnification under clause (iii) of subsentence (b) of this Section 10.2.2 and (ii) to the extent that the Hotel maintains insurance with respect to a matter that would be a Purchaser Claim, Purchaser shall first seek recovery from such insurance (and not from Seller) and only the amounts not so covered by insurance shall count toward the Threshold.

10.2.4 Indemnification Process. The party seeking or entitled to indemnification under this Contract shall provide prompt notice to the other party (the "Indemnitor") specifying, with reasonable detail, the matter for which such indemnification is claimed. The Indemnitor shall have the right, upon giving Notice to the other party within 30 days after the date it received Notice from such party, to take primary responsibility for the prosecution or defense of such matter, provided such prosecution or defense is diligently pursued with counsel reasonably satisfactory to the indemnified party. If the Indemnitor takes responsibility for the prosecution or defense of the action, the indemnitee may participate at the indemnitee's own cost and defense in such action. The Indemnitor shall not settle or compromise any claim without the indemnitee's consent, unless the Indemnitor does so without imposing any obligations on the indemnitee or admitting liability on behalf of the indemnitee.

10.5 Confidentialitv/Return of Documents. Purchaser and Seller each hereby agree to comply with the Confidentiality Agreement, at all times after the date of this Contract and prior to the Closing, unless otherwise expressly consented to in writing by the other party. In addition, Seller and Purchaser each agree to keep strictly confidential the existence and terms of this Contract and all information provided to or obtained by Seller or Purchaser pursuant to this Contract or otherwise in connection with the transaction contemplated hereby; provided, however, that such information may be disclosed (a) to employees, officers and directors of Purchaser or Seller or to Purchaser's or Seller's outside counsel and accountants or other consultants subject to the same standard of confidentiality, (b) as may be required by law or a court or (c) to the extent required under any filings with the Securities and Exchange Commission or any securities exchange. In addition, Seller may publicly announce the existence of the Contract, the Purchase Price, name of Purchaser, scheduled Closing Date, the existence of a Hotel Management Agreement and the Hotel Manager. Prior to or simultaneously with making any permitted disclosure, the party making such disclosure agrees to provide the other party hereto with a true and complete copy thereof Purchaser hereby acknowledges and agrees that all materials and information relating to the Property supplied to Purchaser by or on behalf of Seller or obtained by Purchaser in accordance with Article III and Article IV shall be treated in accordance with the terms and provisions of this Section 10.5. Such information shall be used solely for evaluating Purchaser's investment in the Property. If this Contract terminates or the transaction contemplated under this Contract fails to close for any reason whatsoever, Purchaser shall deliver to Seller all of the documents, financial statements, reports or other information relating to the Property supplied to Purchaser by or on behalf of Seller and all Third--Party Reports (to the extent Purchaser is not legally prohibited in its reasonable judgment from delivering such materials to Seller). This Section 10.5 shall survive the Closing or termination of this Contract.

10.8 General Ledger Software. Seller shall pay, or promptly reimburse Purchaser for, the reasonable costs of purchasing a license for, and initial installation of, general ledger software for the operation of the Hotel subsequent to the Closing.

10.9 ▇▇▇▇▇▇▇ Hole Access Agreement. Seller agrees to use commercially reasonable efforts to obtain termination of that certain letter agreement, dated August 7, 2002, with ▇▇▇▇▇▇▇ Hole Mountain Resort that provides ski--in access across the land owned by ▇▇▇▇▇▇▇ Hole Mountain Resort land, including execution by Seller and ▇▇▇▇▇▇▇ Hole Mountain Resort of a release agreement regarding such letter agreement.

13.1.1 Notice. If any substantial damage to the Property shall occur on or before the Closing Date by reason of fire or other casualty (a "Casualty"), Seller will give Purchaser Notice (a "Casualty Notice") of such event upon the earlier of the Closing Date or five Business Days following such Casualty.

13.1.2 Restoration. If the cost to repair and restore the Real Property exceeds $3,000,000 or more than 40 rooms will be out of service for more than 120 days (as reasonably estimated by an independent and disinterested architect or registered professional engineer competent to make such estimate and selected by Seller no later than 15 Business Days following such Casualty), then Purchaser shall have the option to terminate this Contract by giving Seller notice to such effect within five Business Days after the receipt of the report of the architect or engineer referred to above. If Purchaser elects to terminate this Contract pursuant to this Section 13.1.2, this Contract shall be deemed null and void (except for those obligations which expressly survive termination), the parties hereto shall have no further obligations to or recourse against each other except as otherwise expressly set forth herein, and the Deposit shall be returned to Purchaser. If Purchaser does not timely elect to terminate this Contract as hereinabove provided, or if Purchaser is obligated to close because the cost to repair or restore the Casualty (as reasonably estimated by the independent and disinterested architect or registered professional engineer described above) does not exceed the amount set forth above, then the Closing shall take place as herein provided without adjustment of the Purchase Price, and, subject to Section 13.1.3 hereof, Seller shall, at the Closing, pay or assign to Purchaser (by written instrument in the case of any assignment, but without recourse, representation or warranty) the proceeds from all fire and other casualty insurance paid or payable to Seller with respect to the Casualty.

14.1 Condemnation.

14.2 Defined Terms. As used in this Article XIV, the term "Material" means, in the case of a taking, if, as a result of such taking, the remaining portion of the Real Property, if any, cannot reasonably be expected to be operated in a manner that yields substantially the same economic return on Purchaser's investment as the Real Property immediately prior to such taking, or such taking results in the taking or other permanent loss of any necessary legal ingress and/or egress from the Real Property to public roads.

15.2 Assignability. This Contract is not assignable by Purchaser without first obtaining the prior written approval of Seller, except that Purchaser may assign this Contract to one or more entities so long as (a) Purchaser is an Affiliate of the purchasing entity(ies) or Purchaser is a member owning not less than 10% of the voting equity securities or equity of the purchasing entity(ies), (b) Purchaser is not released from its liability hereunder, and (c) Purchaser provides written notice to Seller of any proposed assignment no later than ten days prior to the Closing Date. Upon such assignment, Purchaser's assignees shall assume all Purchaser's obligations hereunder.

15.4 Captions. The captions, headings, and arrangements used in this Contract are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof

Lodging Capital Partners, LLC

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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Telephone: Telecopy:

▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP

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▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: P. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq. Telephone: (213) 689--0200 Facsimile: (213) 244--7683

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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. Telephone: (303) 223--1100

Facsimile: (303) 223--1111

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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President Telephone: (307) 733--3153

Telecopy: (307) 733--9534

15.7 Entire Agreement. This Contract, together with the Site Access Agreement and all Exhibits or Schedules hereto, which are incorporated herein by reference, embodies the entire Contract between the parties hereto concerning the subject matter hereof and supersedes all prior conversations, proposals, negotiations, understandings and contracts, whether written or oral.

15.10 Multiple Counterparts/Facsimile Signatures. This Contract may be executed in a number of identical counterparts. This Contract may be executed by facsimile signatures that shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter.

15.12 Waiver. No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver, amendment, release, or modification of this Contract shall be established by conduct, custom, or course of dealing, and all waivers must be in writing and signed by the waiving party.

15.14 Time Periods. Should the last day of a time period fall on a weekend or legal holiday, the next Business Day thereafter shall be considered the end of the time period.

15.15 Third--Party Beneficiaries_,. This Contract shall solely benefit the parties hereto. There are no third--party beneficiaries to this Contract, except for Seller's Affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Hotel Manager and Vail (collectively, including Seller, "Seller's Indemnified Parties"), with respect to Purchaser's indemnification obligations hereunder, and the Purchaser Indemnified Parties, with respect to Seller's indemnification obligations hereunder.

15.16 Successors. The terms and provisions of this Contract shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

15.17 No Recording. Purchaser shall not cause or allow this Contract or any contract or other document related hereto, nor any memorandum or other evidence hereof, to be recorded or become a public record without Seller's prior written consent, which consent may be withheld at Seller's sole discretion. If Purchaser records this Contract or any other memorandum or evidence thereof, Purchaser shall be in default of its obligations under this Contract. Purchaser

hereby appoints Seller as Purchaser's attorney--in--fact to prepare and record any documents necessary to effect the nullification and release of this Contract or other memorandum or evidence thereof from the public records. This appointment shall be coupled with an interest and irrevocable.

15.19.4 The Award; Expenses. Except as expressly required by applicable law, the Tribunal shall limit its monetary awards to compensatory damages (which may include a requirement that the losing party bear attorneys' fees and costs of the arbitration proceeding) and shall not award punitive or exemplary damages of any kind. Unless the Tribunal determines otherwise, each party to an arbitration proceeding shall be responsible for all fees and expenses of such party's attorneys, witnesses, and other representatives, and one--half of the other fees and expenses of the Tribunal and the other costs of the arbitration shall be allocated to and paid by (i) the party or parties initiating the respective arbitration proceeding and (ii) the party or parties against whom the respective arbitration proceeding is brought. Any monetary award shall be in dollars of the United States of America. The award rendered in any arbitration commenced

hereunder shall be final and binding upon the parties, and each party hereby waives any claim or appeal whatsoever against it or any defense against its enforcement.

15.20 Special Taxing Districts. Seller provides the following disclosures to Purchaser: SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. PURCHASER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.

Name:

Title:

Name:
Title:

Name: Title:

a

having an address at

, hereinafter referred to

WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).

By: Name: Title:

By: Its:

Effective immediately, please make all rent checks payable to and

WHEREAS, on or about , the Board of County

1 -- Refrigerator

2 -- large product shelves 1 -- glass product shelf