EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of July 23, 2002 by and between Heavenly Valley, Limited Partnership, a Nevada limited partnership ("Heavenly") and Blaise Carrig (hereinafter referred to as "Executive").

1.   Heavenly desires to employ Executive to render services to it for the period and upon the terms and conditions provided for in this Agreement; and

2.           Executive wishes to serve in the employ of Heavenly for its benefit for the period and upon the terms and conditions provided for in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

(a) Heavenly hereby employs Executive to serve as Senior Vice President & Chief Operating Officer - Heavenly Ski Resort on the terms and conditions set forth herein.  In such capacity, Executive shall have the responsibilities normally associated with such position, subject to the supervision and control of the President (the "President"), the Board of Directors (the "Board") and chief executive officer (the "CEO") of Vail Resorts, Inc. ("Vail"), a Delaware corporation, the sole indirect shareholder of Heavenly.

(b) Executive accepts employment by Heavenly and agrees that, during the term of his employment, he will devote substantially all his time during normal business hours and best efforts to the performance of his duties hereunder, which duties shall be performed in an efficient and competent manner and to the best of his ability.  Executive further agrees that, during the term of this Agreement, he will not, without the prior written consent of the President, directly or indirectly engage in any manner in any business or other endeavor, either as an owner, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the rendition of his personal services.  This restriction will not preclude Executive from having passive investments in less than five percent (5%) of the outstanding capital stock of a competitive corporation which is listed on a national securities exchange or regularly traded in the over-the-counter market or which have been approved by the President ("Permitted Investments").

     2. Compensation.

(a)   Base Salary.   Beginning September 1, 2002, Executive shall receive regular compensation at the initial rate of Two Hundred Seventy-Five Thousand Dollars ($275,000.00), payable in accordance with the normal payroll practices of Heavenly.  Executive's Base Salary shall be reviewed annually by the President, the CEO and the Board; Executive's initial review shall occur on or

(b)   Bonuses, Stock Options, etc.   Executive shall also be considered annually for bonuses, and/or stock options based upon his performance in light of objectives established by the Board, it being understood that any such awards are at the discretion of the President, the CEO and the Board. Without limiting the generality of the foregoing, Executive shall be eligible to participate in (i) the Management Incentive Plan of Vail ("MIP") and receive a MIP bonus in an amount equal to up to 50% of Executive's salary, and (ii) any other bonus, incentive, and fringe benefit plans as Vail shall make generally available to other employees in senior management positions in accordance with the terms of the relevant contracts, policies or plans providing such benefits, all on such terms as the Board may determine.  If any such compensation or benefits are paid or made available, it shall be at such time or times as the Board shall determine, based upon such factors, if any, as the Board may establish.  Executive shall be granted the option to buy up to 30,000 shares of common stock Tranche A through the Vail Resorts, Inc. 1996 Long Term Incentive and Share Award Plan ("1996 Plan") upon terms as specifically 'Set forth in the Vail's standard stock option agreement, which terms shall include vesting over three years in equal installments (with the first anniversary being September 1, 2003) and an exercise price equal to the closing market price on September 1, 2002. Executive shall be eligible to participate in annual option grant(s) made by the Board under the 1996 Plan for year 2003 and thereafter (a number of shares of common stock Tranche B, if any, granted by the Board in its discretion in the Fall of each year, at an exercise price equal to the closing market price on the day of the grant, if made by the Board, all subject to the terms of the applicable stock option agreement).

(c)   Insurance .  Executive shall also receive, at Heavenly’s expense, health, medical, dental, long-term disability and life insurance pursuant to such plans as are from time to time adopted by the Board.

(d)   Expense Reimbursement .  Executive shall have a travel and entertainment budget which is reasonable in light of his position and responsibilities and shall be reimbursed for all reasonable business-related travel and entertainment expenses incurred by him thereunder upon submission of appropriate documentation thereof.

(e)   Relocation Reimbursement; Interim Housing .  Heavenly shall reimburse Executive for all reasonable and customary documented relocation and moving costs, including (i) the reasonable costs of moving Executive's personal possessions, including up to three (3) vehicles, and Executive's pets and livestock, and (ii) the reasonable costs, not to exceed $30,000.00, incurred by Executive in selling his primary residence in Utah, including brokers' commission (up to 6% of the sales price), and other customary closing costs (e.g. title insurance). Heavenly shall also pay for the costs of up to 90 days of interim housing in the Lake Tahoe area for Executive and his family.

     3.  Term and Termination.

(a)  Term and Renewal.   Unless terminated earlier, as hereinafter provided, the term of this Agreement shall be for the period commencing September 1, 2002 and continuing through September 30, 2005; provided, however, that unless either Heavenly or Executive gives written notice of non-renewal to the other not less than 120 days prior to the then-current scheduled expiration date, this Agreement shall thereafter be automatically renewed for successive one-year periods.

(b)  Termination for Cause .  Heavenly, acting through the President, may terminate this Agreement at any time for cause by giving Executive written notice specifying the effective date of such termination and the circumstances constituting such cause. For purposes of this Agreement, "cause" shall mean (i) any conduct involving dishonesty, gross negligence, gross mismanagement, the unauthorized disclosure of confidential information or trade secrets or a violation of Vail's code of conduct which has a material detrimental impact on the reputation, goodwill or business position ofVail or any of its subsidiaries (collectively, the "Companies"); (ii) gross obstruction of business operations or illegal or disreputable conduct by Executive which materially impairs the reputation, goodwill or business position of any of the Companies, including acts of unlawful sexual harassment; or (iii) any action involving a material breach of the terms of the Agreement including, without limitation after 15 days' written notice and opportunity to cure to the Board's satisfaction, material inattention to or material neglect of duties. In the event of a termination for cause, Executive shall be entitled to receive only his then-current Base Salary through the date of such termination and any fully vested stock options or shares and other applicable benefits generally available to terminated executives at Vail (not to be deemed to include severance payments or salary continuation). Further, Executive acknowledges that in the event of such a termination for cause, he shall not be entitled to receive any MIP or other bonus for the year of termination.

(c)   Termination Without Cause or Non-Renewal.   Heavenly, may terminate this Agreement at any time without cause, by giving Executive written notice specifying the effective date of such termination. In the event of a termination without cause, or if Heavenly gives notice of non-renewal of this Agreement as provided in Section 3(a), and provided that Executive executes a written release in connection with such termination substantially in the form attached hereto (the "Release"), Executive shall be entitled to receive (i) his then-current Base Salary through the date of such termination or non-renewal, (ii) in the event that the applicable Boa