VAIL RESORTS, INC.



                     GUARANTORS (named in Schedule I hereto)

                                   ----------



                                  $160,000,000



                    8 3/4% Senior Subordinated Notes due 2009



                               PURCHASE AGREEMENT



                                November 16, 2001



                         DEUTSCHE BANC ALEX. BROWN INC.





                         BANC OF AMERICA SECURITIES LLC





                            BEAR, STEARNS & CO. INC.





                            CIBC WORLD MARKETS CORP.





                             FLEET SECURITIES, INC.







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<PAGE>





                               VAIL RESORTS, INC.



                                  $160,000,000



                    8 3/4% Senior Subordinated Notes due 2009



                               PURCHASE AGREEMENT



                                                               November 16, 2001

                                                              New York, New York



DEUTSCHE BANC ALEX. BROWN INC.

BANC OF AMERICA SECURITIES LLC

BEAR, STEARNS & CO. INC.

CIBC WORLD MARKETS CORP

FLEET SECURITIES, INC.

         c/o Deutsche Banc Alex. Brown Inc.

         31 West 52nd Street

         New York, New York  10019



Ladies & Gentlemen:



     Vail Resorts, Inc., a Delaware corporation (the "Company"), proposes to

issue and sell to Deutsche Banc Alex. Brown Inc., Banc of America Securities

LLC, Bear, Stearns & Co. Inc., CIBC World Markets Corp. and Fleet Securities,

Inc. (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers")

$160,000,000 in aggregate principal amount of 8 3/4% Senior Subordinated Notes

due 2009 (the "Restricted Notes"), subject to the terms and conditions set forth

herein. The Restricted Notes will be issued pursuant to an indenture (the

"Indenture"), to be dated the Closing Date (as defined), among the Company, the

Guarantors (as defined) and The Bank of New York, as trustee (the "Trustee").

The Notes (as defined) will be fully and unconditionally guaranteed (the

"Guarantees") as to payment of principal, interest, premium and liquidated

damages, if any, on an unsecured senior subordinated basis, jointly and

severally by each entity listed on Schedule I hereto (collectively, the

"Guarantors"). Capitalized terms used herein and not otherwise defined shall

have the meanings assigned to such terms in the Indenture.



     1. Issuance of Securities. The Company proposes, upon the terms and subject

to the conditions set forth herein, to issue and sell to the Initial Purchasers

an aggregate of $160,000,000 in principal amount of Restricted Notes. The

Restricted Notes and the Exchange Notes (as defined) issuable in exchange

therefor are collectively referred to herein as the "Notes."



     Upon original issuance thereof, and until such time as the same is no

longer required under the applicable requirements of the Securities Act of 1933,

as amended (the "Act"), the Restricted Notes (and all securities issued in

exchange therefor or in substitution thereof) shall bear the following legend:







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                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.

                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND,

                  ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED

                  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,

                  EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE

                  HOLDER (1) REPRESENTS THAT (a) IT IS A "QUALIFIED

                  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE

                  SECURITIES ACT) (A "QIB") OR (b) IT IS NOT A U.S. PERSON AND

                  IS ACQUIRING THE NOTE EVIDENCED HEREBY IN AN OFFSHORE

                  TRANSACTION, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS

                  AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR

                  OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO THE COMPANY OR

                  ANY SUBSIDIARY THEREOF, (b) INSIDE THE UNITED STATES TO A QIB

                  IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (c)

                  INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED

                  IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)

                  THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON

                  ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED

                  LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS

                  RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE

                  FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS

                  SECURITY), (d) OUTSIDE THE UNITED STATES IN AN OFFSHORE

                  TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER

                  THE SECURITIES ACT, (e) PURSUANT TO THE EXEMPTION FROM

                  REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF

                  AVAILABLE), OR (f) PURSUANT TO AN EFFECTIVE REGISTRATION

                  STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT

                  WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED

                  A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN

                  CONNECTION WITH ANY TRANSFER OF THIS SECURITY, IF THE PROPOSED

                  TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR

                  TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH

                  CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER

                  OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER

                  IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A

                  TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF

                  THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE

                  TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE

                  MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES

                  ACT.



     2. Offering. The Restricted Notes will be offered and sold to the Initial

Purchasers pursuant to an exemption from the registration requirements under the

Act. The







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Company has prepared an offering memorandum, dated November 16, 2001 (the

"Offering Memorandum"), relating to the Company and its subsidiaries and the

Restricted Notes.



     The Initial Purchasers have advised the Company that the Initial Purchasers

will make offers (the "Exempt Resales") of the Restricted Notes on the terms set

forth in the Offering Memorandum, as amended or supplemented, solely to (i)

persons whom the Initial Purchasers reasonably believe to be "qualified

institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii)

non-U.S. persons outside the United States in reliance upon Regulation S

("Regulation S") under the Act (each, a "Reg S Investor"). The QIBs and the Reg

S Investors are collectively referred to herein as the "Eligible Purchasers."

The Initial Purchaser will offer the Restricted Notes to such Eligible

Purchasers initially at a price equal to that set forth on the cover of the

Offering Memorandum. Such price may be changed by the Initial Purchasers at any

time without notice.



     Holders (including subsequent transferees) of the Restricted Notes will

have the registration rights set forth in the registration rights agreement

relating thereto (the "Registration Rights Agreement"), to be dated the Closing

Date (as defined), for so long as such Restricted Notes constitute "Transfer

Restricted Securities" (as defined in the Registration Rights Agreement).

Pursuant to the Registration Rights Agreement, the Company and the Guarantors

will agree to file with the Securities and Exchange Commission (the

"Commission"), under the circumstances set forth therein, (i) a registration

statement under the Act (the "Exchange Offer Registration Statement") relating

to the Company's 8 3/4% Senior Subordinated Notes due 2009 (the "Exchange

Notes") and Guarantees thereof to be offered in exchange for the Restricted

Notes and Guarantees thereof (the "Exchange Offer") and (ii) a shelf

registration statement pursuant to Rule 415 under the Act (the "Shelf

Registration Statement" and, together with the Exchange Offer Registration

Statement, the "Registration Statements") relating to the resale by certain

holders of the Restricted Notes, and to use their commercially reasonable best

efforts to cause such Registration Statements to be declared effective and to

consummate the Exchange Offer. This Agreement, the Notes, the Guarantees, the

Indenture and the Registration Rights Agreement are hereinafter referred to

collectively as the "Operative Documents."



     (a) Purchase, Sale and Delivery. On the basis of the representations,

warranties and covenants contained in this Agreement, and subject to its terms

and conditions, the Company agrees to issue and sell to the Initial Purchasers,

and each Initial Purchaser agrees, severally and not jointly, to purchase from

the Company the principal amounts of Restricted Notes set forth opposite the

name of such Initial Purchaser on Schedule II hereto. The purchase price for the

Restricted Notes will be $929.04 per $1,000 principal amount Restricted Note.



     (b) Delivery of the Restricted Notes shall be made, against payment of the

purchase price therefor, at the offices of Kramer Levin Naftalis & Frankel LLP,

919 Third Avenue, New York, New York or such other location as may be mutually

acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City

time, on November 21, 2001 or at such other time as shall be agreed upon by the

Initial Purchasers and the Company. The time and date of such delivery and

payment are herein called the "Closing Date."







                                      -4-

<PAGE>



     (c) On the Closing Date, one or more Restricted Notes in definitive global

form, registered in the name of Cede & Co., as nominee of The Depository Trust

Company ("DTC"), having an aggregate amount corresponding to the aggregate

principal amount of the Restricted Notes (the "Global Note") sold pursuant to

Exempt Resales to Eligible Purchasers shall be delivered by the Company to the

Initial Purchasers (or as the Initial Purchasers direct), against payment by the

Initial Purchasers of the purchase price therefor, by wire transfer of same day

funds, to an account designated by the Company, provided that the Company shall

give at least two business days' prior notice to the Initial Purchasers of the

information required to effect such wire transfer. The Global Note shall be made

available to the Initial Purchasers for inspection not later than 9:30 a.m. on

the business day immediately preceding the Closing Date.



     3. Agreements of the Company and the Guarantors. Each of the Company and

the Guarantors covenants and agrees with the Initial Purchasers as follows:



     (a) To advise the Initial Purchasers promptly and, if requested by the

Initial Purchasers, confirm such advice in writing, (i) of the issuance by any

state securities commission of any stop order suspending the qualification or

exemption from qualification of any Notes or the related Guarantees for offering

or sale in any jurisdiction, or the initiation of any proceeding for such

purpose by any state securities commission or other regulatory authority and

(ii) of the happening of any event that makes any statement of a material fact

made in the Offering Memorandum untrue or that requires the making of any

additions to or changes in the Offering Memorandum in order to make the

statements therein, in the light of the circumstances under which they are made,

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