I, THE LICENSEE, AGREE ON MY BEHALF AND ON BEHALF OF MY ORGANIZATION THAT:

WHEREAS, EACH OF THE FOLLOWING ENTITIES: BOOTH CREEK RESORT PROPERTIES, LLC, BOOTH CREEK SKI HOLDINGS, INC., MOUNT CRANMORE SKI RESORT, INC., SIERRA-AT-TAHOE, INC., TRIMONT LAND COMPANY (doing business as Northstar-at-Tahoe™ Resort) and WATERVILLE VALLEY SKI RESORT, INC., (each a “LICENSOR”), owns or holds exclusive license to use certain intellectual property contained on this website and used in connection with the business of owning and operating resorts, specifically including but not limited to trademarks, service marks and logos (the “Registered Marks”) and graphics and images (the “Stock Images”). The Registered Marks and the Stock Images shall be referred to collectively as a “Mark/Image.” Licensee desires to acquire a limited, non-exclusive, non-transferable, one-time license to use a Mark/Image subject to the terms and conditions set forth herein.

1. Limited Grant. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable license to use the Mark/Image one time for a purpose as previously disclosed to and agreed with Licensor. Licensee shall not otherwise use the Mark/Image, or any Mark(s) or Stock Image(s) of Licensor, without Licensor’s prior written consent.

2. Use; Quality Control.

a. Licensee agrees to use the Mark/Image in a high quality manner and style and to take all steps to ensure that Licensee's use shall not in any manner reflect adversely upon the goodwill, prestige, image or reputation of the Mark/Image or Licensor or its resort, businesses or affiliates.

b. Licensee agrees to use the Mark/Image only as particularly identified on the downloadable logo file, including without limitation the trademarked color and design or copyrighted image.

3. Ownership.

a. Licensee's use of the Marks shall clearly and prominently indicate Licensor's ownership of or exclusive license to use the Marks by using the designation TM or ® as identified on the downloadable logo file.

b. Licensee’s use of the Stock Images shall include a credit line to the respective Licensor and photographer if noted on the downloadable file.

c. Licensee shall at the request of Licensor include in any materials language in form and substance satisfactory to Licensor indicating that Licensor disclaims any and all liability to any third party relating to or arising from any goods or services offered by Licensee.

d. Licensee acknowledges and agrees that Licensor may freely utilize for its own account and for any purposes whatsoever and transfer or license the Mark/Image to any other person or entity for any purposes whatsoever. Licensee shall not contest the validity of Licensor's rights to the Mark/Image nor willingly become an adverse party to litigation in which such rights are contested.

e. Licensee agrees to provide any and all assistance, and to execute any and all documents, necessary or appropriate to confirm Licensor's exclusive ownership of the Mark/Image.

4. Consideration. The mutual covenants and considerations of the parties contained in this agreement, and the benefits to Licensor provided by the business activities of Licensee, are the consideration for the license granted hereunder.

5. Termination.

a. Licensor may terminate this license at any time with or without cause.

b. Upon the expiration or termination of this Agreement, all rights of Licensee hereunder shall immediately terminate, and Licensee shall immediately cease and desist from all use of the Mark/Image and shall not adopt any other name or mark incorporating the Mark/Image or any other mark or designation confusingly similar to the Mark/Image.

6. Indemnification. Licensee agrees to indemnify, defend and hold harmless Licensor and Licensor's personal property owners and affiliates, and their respective principals, officers, directors, employees and agents from any and all liabilities, claims, losses, damages and expenses (including counsel fees) relating to or arising from Licensee's use of the Mark/Image, business or other activities or failure to observe or perform any of its obligations set forth in this license including the acts and omissions of Licensee's agents, officers and employees.

7. No Assignment. Licensee shall not transfer, sublicense or assign any of its rights or privileges hereunder without the prior written consent of Licensor.

8. Miscellaneous.

a. If any part of this Agreement is held unenforceable, the validity of the remaining parts or provisions shall not be affected.

b. This Agreement shall be governed and construed in accordance with the laws of the State of New York.

c. No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by the parties.

d. No failure or delay by Licensor in exercising any right hereunder shall operate as a waiver thereof, nor shall any partial exercise of any such right preclude other or further exercise thereof or of any other right. No waiver shall be binding unless in writing and signed by Licensor.

IN WITNESS WHEREOF, LICENSEE AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.