SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 13E-3

(Amendment No. 2)

(RULE 13e-100)

RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

Winter Sports, Inc.
(Name of Issuer)

Winter Sports, Inc.
(Name of Person(s) Filing Statement)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

976072108
(Cusip Number of Class of Securities)

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Dennis L. Green
Winter Sports, Inc.
P.O. Box 1400
Whitefish, Montana 59937
Telephone Number (406) 862-1900

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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)

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Copies To:

Marcus J. Williams
Davis Wright Tremaine LLP
2600 Century Square
1501 Fourth Avenue
Seattle, WA 98101
(206) 622-3150

This statement is filed in connection with (check the appropriate box):

a.|X| The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.

b.|_| The filing of a registration statement under the Securities Act of 1933.

c.|_| A tender offer.

d.|_| None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. |X|

Check the following box if the filing fee is a final amendment reporting the
results of the transaction: |_|

CALCULATION OF FILING FEE

TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------------
$737,940 $147.59

* Estimated maximum price to be paid in lieu of issuance of fractional
shares of Common Stock to persons who would hold less than one whole share
of Common Stock of record in any discrete account after the proposed
Reverse Split based on an amount per share equal to the product obtained
by multiplying (A) $17.50 by (B) the total number of shares of Common
Stock owned by all such stockholders of record in each stockholder's
account immediately prior to the Reverse Split.

** Determined pursuant to Rule 0-11(b)(1) by multiplying $737,940 by 1/50 of
1%.

|X| Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount previously paid: $ 149.59 Filing Party: Winter Sports, Inc.
Form or Registration No.: Schedule 13E-3 Date Filed: September 30, 2003

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by Winter Sports, Inc. ("Winter Sports" or the "Company")
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended,
and Rule 13e-3 thereunder. Charles R. Abell, Jerome T. Broussard, Brian T.
Grattan, Dennis L. Green, Charles P. Grenier, Jerry J. James, Michael T. Jenson,
Darrel R. Martin, Michael J. Muldown, Richard D. Dasen, Susan A. Dasen and
Budget Finance are simultaneously filing a separate Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Filing Persons' 13E-3"). The Company is
submitting to its stockholders a proposal to approve and adopt a proposal for:

(a) a one-for-150 reverse stock split of the Company's Common Stock (the
"Reverse Split"); and

(b) a cash payment per share of $17.50 for the currently outstanding
Common Stock in lieu of the issuance of any resulting fractional
shares of Common Stock to persons who would hold less than one whole
share of Common Stock of record in any discrete account after the
proposed Reverse Split.

The Reverse Split is upon the terms and subject to the conditions set forth in
the Company's Proxy Statement for the Company's Annual Meeting of Shareholders
scheduled to be held on [_________], 2003 (the "Annual Meeting"). The Reverse
Split requires an amendment to the Company's Articles of Incorporation, as
amended. The other purposes of the Annual Meeting are to (1) elect a board of
nine directors, (2) ratify the selection of independent accountants, and (3)
transact such other business as may properly come before the Annual Meeting.

The following Cross-Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in Amendment No. 2 to the
Proxy Statement filed by the Company with the Securities and Exchange Commission
on December 30, 2003 (including all annexes and exhibits thereto, the "Proxy
Statement") and in the Filing Persons' 13E-3, of the information required to be
included in response to the items of this Schedule 13E-3. The information in the
Proxy Statement is hereby expressly incorporated herein by reference and the
responses to each item are qualified in their entirety by the provisions of the
Proxy Statement.

ITEM 1. SUMMARY TERM SHEET.

Reg. M-A 1001

The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is hereby incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

Reg. M-A 1002

(a) The information set forth in the Proxy Statement under the
caption "SUMMARY TERM SHEET" is hereby incorporated herein by
reference.

(b) The information set forth in the Proxy Statement under the
caption "VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT - Voting Securities" is hereby
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
caption "MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS" is hereby incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
caption "MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS" is hereby incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in Item 2(f) of the Filing Persons'
13E-3 is hereby incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

Reg. M-A 1003(a) through (c)

(a) The information set forth in the Introduction and Item 3(a) of
the Filing Persons' 13E-3 is hereby incorporated herein by
reference.

(b) Not applicable.

(c) The information set forth in the Proxy Statement under the
captions "SECURITIES AND SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT," "ITEM 2 - ELECTION OF
DIRECTORS - Information About Directors And Nominees For
Election" are hereby incorporated herein by reference. The
information required by Item 1003(c)(3) and (4), relating to
criminal or administrative proceedings, is not applicable.

ITEM 4. TERMS OF THE TRANSACTION.

Reg. M-A 1004(a) and (c) through (f)

(a) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET," "BACKGROUND, PURPOSE, STRUCTURE
AND EFFECT OF REVERSE SPLIT - Consideration in Lieu of Shares, "
- Effect on Shareholders," "FINANCIAL TERMS OF THE TRANSACTION"
and "MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES" are hereby
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF REVERSE
SPLIT - Effect on Shareholders," is hereby incorporated herein
by reference.

(d) The information set forth in the Proxy Statement under the
caption "DISSENTERS' OR APPRAISAL RIGHTS" is hereby incorporated
herein by reference.

(e) The information set forth in the Proxy Statement under the
caption "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Factors Considered by the Board of Directors" is
hereby incorporated herein by reference.

(f) Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Reg. M-A 1005(a) through (c) and (e)

(a) The information set forth in the Proxy Statement under the
caption "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" is
hereby incorporated herein by reference.

(b) The information set forth in the Proxy Statement under the
caption "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Background" is hereby incorporated herein by
reference.

(c) The information set forth in the Proxy Statement under the
caption "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Background" is hereby incorporated herein by
reference.

(e) Not applicable.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Reg. M-A 1006(b) and (c)(1)-(8)

(b) The information set forth in the Proxy Statement under the
caption "SUMMARY TERM SHEET - The Transaction" is hereby
incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET," and "BACKGROUND, PURPOSE AND
EFFECT OF THE REVERSE SPLIT - Effect of the Reverse Split on
Winter Sports" are hereby incorporated herein by reference. The
Company does not have any plans for the transactions described
in Item 1006(c)(1)-(6).

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

Reg. M-A 1013

(a) The information set forth in the Proxy Statement under the
caption "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT -Reasons for the Reverse Split" is hereby
incorporated herein by reference.

(b),(c) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Factors Considered by the Board of Directors"
and "- Reasons for the Reverse Split" are hereby incorporated
herein by reference. The information set forth in Item 7(b) and
(c) of the Filing Persons' 13E-3 is hereby incorporated herein
by reference.

(d) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Effect on Shareholders," "- Effect of the
Reverse Split on Winter Sports," "- Effect of the Reverse Split
on the Filing Persons" and "MATERIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES" are hereby incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

Reg. M-A 1014

(a) The information set forth in the Proxy Statement under the
captions "RECOMMENDATION OF THE BOARD OF DIRECTORS AND FILING
PERSONS," and "SUMMARY TERM SHEET" are hereby incorporated
herein by reference.

(b) The information set forth in the Proxy Statement under the
caption "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Factors Considered by the Board of Directors" is
hereby incorporated herein by reference.

(c) The information set forth in the Proxy Statement under the
caption "VOTE REQUIRED" is hereby incorporated herein by
reference.

(d) The information set forth in the Proxy Statement under the
caption "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Factors Considered by the Board of Directors" is
hereby incorporated herein by reference.

(f) Not Applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

Reg. M-A 1015

(a),(b) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Factors Considered by the Board of Directors"
and "OPINION OF FINANCIAL ADVISOR" are hereby incorporated
herein by reference.

(c) The information set forth in the Proxy Statement under the
caption "AVAILABLE INFORMATION" is hereby incorporated herein by
reference.

ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Reg. M-A 1007

(a) The information set forth in the Proxy Statement under the
caption "FINANCIAL TERMS OF THE TRANSACTION"- Source of Funds
and Financial Effect of the Reverse Split" is hereby
incorporated herein by reference.

(b) Not applicable.

(c) The information set forth in the Proxy Statement under the
captions "FINANCIAL TERMS OF THE TRANSACTION - Source of Funds
and Financial Effect of the Reverse Split" are hereby
incorporated herein by reference.

(d) The information set forth in the Proxy Statement under the
caption "FINANCIAL TERMS OF THE TRANSACTION - Source of Funds
and Financial Effect of the Reverse Split" is hereby
incorporated herein by reference.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Reg. M-A 1008

(a) The information set forth in the Proxy Statement under the
caption "VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is hereby incorporated herein
by reference.

(b) The information set forth in Item 11(b) of the Filing Persons'
13E-3 is hereby incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

Reg. M-A 1012(d) and (e)

(d) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Reasons for the Reverse Split," "- Factors
Considered by the Board of Directors," and "VOTING SECURITIES
AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" are hereby incorporated herein by reference.

(e) The information set forth in the Proxy Statement under the
captions "BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE
REVERSE SPLIT - Factors Considered by the Board of Directors,"
and "ITEM 1 - AMENDMENT OF WINTER SPORTS' ARTICLES OF
INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT OF
WINTER SPORTS' COMMON STOCK" are hereby incorporated herein by
reference.

ITEM 13. FINANCIAL STATEMENTS.

Reg. M-A 1010(a) and (b)

(a) The financial statements set forth in Annex D of the Proxy
Statement are hereby incorporated herein by reference.

(b) Not applicable.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Reg. M-A 1009

(a) The information set forth in the Proxy Statement under the
captions "Opinion of Financial Advisor" are hereby incorporated
herein by reference.

(b) The information set forth in the Proxy Statement under the
captions "FINANCIAL TERMS OF THE TRANSACTION -Source of Funds
and Financial Effect of the Reverse Split," "SUMMARY TERM SHEET"
and "OPINION OF FINANCIAL ADVISOR" are hereby incorporated
herein by reference.

ITEM 15. ADDITIONAL INFORMATION.

Reg. M-A 1011(b)

(b) The information set forth in the Proxy Statement, together with
the proxy card, is hereby incorporated herein by reference.

ITEM 16. MATERIAL TO BE FILED AS EXHIBITS.

Reg. M-A 1016(a) through (d), (f) and (g)

(a) Proxy Statement, together with the proxy card.*

(b) Business Loan Agreement between Bank of America and Winter
Sports, Inc. dated January 7, 2003.**

(d) Not applicable.

(f) Copy of Dissenters' Rights Statute.****

(g) Not applicable.

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* Filed herewith.

** Incorporated by reference to Form 10-KSB filed by Winter Sports, Inc. on
August 28, 2003.

*** Incorporated by reference to Annex B of Exhibit (A) which is filed
herewith.

**** Incorporated by reference to Annex C of Exhibit (A) which is filed
herewith

SIGNATURES

After due inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.

WINTER SPORTS, INC.

By: /s/ Dennis L. Green
--------------------------------
Name: Dennis L. Green
Title: Chairman and Acting Chief Executive Officer
Dated: December 30, 2003

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------

(a) Proxy Statement, together with the proxy card.*

(b) Business Loan Agreement between Bank of America and Winter Sports, Inc.
dated January 7, 2003.**

(d) Not applicable.

(f) Copy of Dissenters' Rights Statute.****

(g) Not applicable.

- ----------
* Filed herewith.

** Incorporated by reference to Form 10-KSB filed by Winter Sports, Inc. on
August 28, 2003.

*** Incorporated by reference to Annex B of Exhibit (A) which is filed
herewith.

**** Incorporated by reference to Annex C of Exhibit (A) which is filed
herewith

EXHIBIT A

PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
Of the Securities Exchange Act of 1934

Filed by the Registrant |X| Filed by a Party other than the Registrant |_|

Check the appropriate Box:

|X| Preliminary Proxy Statement

|_| Confidential for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

|_| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant toss.240.14a-12

Winter Sports, Inc.
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing is calculated and state how it was determined.):

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4) Proposed maximum aggregate value of transaction:

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5) Total Fee Paid:

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Dated Filed:

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This transaction has not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, and neither the
Securities Exchange Commission nor any state securities commission has passed
upon the fairness or merits of this transaction or upon the accuracy or adequacy
of the information contained in this document. Any representation to the
contrary is unlawful.

WINTER SPORTS, INC.
P.O. Box 1400
Whitefish, Montana 59937

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held [______________, 2004]

The annual meeting of the shareholders of Winter Sports, Inc. will be held at
Big Mountain in the Outpost Building, approximately 8 miles North of Whitefish,
Montana, on [_______, 2004] at [____] p.m. for the following purposes:

1. To amend Winter Sports, Inc.'s Articles of Incorporation, as previously
amended, to effect a reverse stock split and cash payment in respect of
the resulting fractional shares. Shareholders will have dissenters' rights
as to the reverse stock split under Sections 35-1-826 through 35-1-839,
Montana Code Annotated. Copies of these Sections of the Montana Code are
included as Annex C to the enclosed proxy statement.

2. To elect a board of nine directors to serve until the next annual
meeting of shareholders and until their successors are duly elected and
qualified.

3. To ratify the selection of independent accountants.

4. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Please read carefully the enclosed proxy statement. The proxy statement
describes proposals 1, 2 and 3 and the transactions that will be effected if
proposal 1 is approved. This proposal would enable Winter Sports to terminate
its obligations to file annual and periodic reports and make other filings with
the Securities and Exchange Commission. The board of directors unanimously
recommends that you vote "FOR" approval of the proposal and related
transactions.

The board of directors has fixed the close of business on [_________, 2003] as
the record date for determining those shareholders who shall be entitled to
notice of, and to vote at, the annual meeting and any adjournments thereof.

We hope you will attend the meeting in person, and we will discuss the proposals
and answer questions at that time. However, even if you plan to attend in
person, we urge you to mark, sign, date and return the proxy enclosed with this
notice at your earliest convenience so that your shares will be counted for
presence of a quorum and so that your vote can be recorded if you cannot or do
not vote in person. If you attend the meeting, you may revoke your proxy and
vote in person if you wish by notifying the corporate secretary in writing of
your intention to do so at any time prior to our taking a vote on a specific
matter.

By order of the Board of Directors

Dated at Whitefish, Montana
[_______________, 2003]

Sandra K. Unger
Corporate Secretary

WINTER SPORTS, INC.
P. O. BOX 1400
WHITEFISH, MT 59937

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD [__________, 2004]

The proxy accompanying this proxy statement is solicited by the board of
directors of Winter Sports, Inc. ("Winter Sports" or the "Company") for use at
the annual meeting of shareholders to be held on [________________, 2004] at
[____] p.m. local time, in the Outpost Building, Big Mountain Resort, and any
adjournment of that meeting. The persons named in the accompanying proxy will
vote each properly executed and returned proxy in accordance with the
instructions specified thereon. Unless otherwise directed, each properly
executed and returned proxy will be voted (i) for an amendment of the Articles
of Incorporation to effect a reverse stock split, (ii) for election to Winter
Sports' board of directors of all of the nominees named in this proxy statement,
with the votes evenly distributed among those nominees, and (iii) for
ratification of the selection of Jordahl & Sliter, PLLC, as Winter Sports'
independent accountants. If other matters come before the meeting, shares
represented by proxies will be voted in accordance with the best judgment of the
persons to whom the proxies are granted. Execution of a proxy will not in any
way affect a shareholder's right to attend the meeting or prevent voting in
person. You may revoke your proxy at any time before it is exercised by
notifying the secretary of Winter Sports in writing at the address shown above,
or by delivering to the corporate secretary a properly signed proxy bearing a
later date.

Only shareholders of record at the close of business on [________, 2003] are
entitled to notice of and to vote at the annual meeting of shareholders. A
majority of the outstanding shares of the company entitled to vote, represented
in person or by proxy, constitutes a quorum. Shareholders who withhold or
abstain from voting and broker non-votes are counted for purposes of determining
the presence or absence of a quorum, but because approval of the transaction
requires the affirmative vote of a majority of the outstanding common stock,
abstentions and broker non-votes will have the same effect as votes against the
proposals. We urge you to complete and sign the enclosed proxy regardless of
whether you plan to attend the meeting so your shares will be represented.

The approximate date on which this proxy statement and the accompanying proxy
were first sent to shareholders was [_________, 2003].

PRELIMINARY COPY

-1-

TABLE OF CONTENTS

SUMMARY TERM SHEET

ITEM 1 - AMENDMENT OF WINTER SPORTS' ARTICLES OF INCORPORATION, AS AMENDED, TO
EFFECT A REVERSE STOCK SPLIT OF WINTER SPORTS' COMMON STOCK
SPECIAL FACTORS
VOTE REQUIRED
RECOMMENDATION OF THE BOARD OF DIRECTORS
BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT
FINANCIAL TERMS OF THE TRANSACTION
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
OPINION OF FINANCIAL ADVISOR
CERTAIN PROJECTIONS
RISK FACTORS
CERTAIN EFFECTS OF THE REVERSE SPLIT
EXCHANGE OF STOCK CERTIFICATES
EFFECTIVE TIME
REGULATORY APPROVAL
ESCHEAT LAWS
DISSENTERS' OR APPRAISAL RIGHTS
ITEM 2 - ELECTION OF DIRECTORS
VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
EXECUTIVE OFFICERS
COMPENSATION OF EXECUTIVE OFFICERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
ITEM 3 - INDEPENDENT AUDITORS
AUDIT COMMITTEE REPORT
PROXY SOLICITATION EXPENSES
OTHER BUSINESS
ANNUAL REPORT
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
AVAILABLE INFORMATION
GENERAL

-2-

SUMMARY TERM SHEET

This summary briefly describes the material terms of the proposed Reverse Split
(as defined below) and other transactions contemplated in connection with the
Reverse Split. The proxy statement contains a more detailed description of those
terms. We encourage you to read the entire proxy statement and the accompanying
annexes, the accompanying Schedule 13E-3 Transaction Statements, and the
documents we have incorporated by reference into each of those documents, before
submitting your proxy. The Company has filed a Schedule 13E-3 Transaction
Statement, and a separate Schedule 13E-3 Transaction Statement has been filed by
Charles R. Abell, Jerome T. Broussard, Brian T. Grattan, Dennis L. Green,
Charles P. Grenier, Jerry J. James, Michael T. Jenson, Darrel R. Martin, Michael
J. Muldown, Richard D. Dasen, Susan A. Dasen and Budget Finance.

Additionally, this proxy statement contains certain information about expected
costs and benefits of going private, and about management's intentions and
expectations if the Reverse Split is approved. These statements, as well as all
other statements that are not statements of historical fact, are "forward
looking statements", and you should not assume that any of these statements are
assurances of future outcomes or courses of action. Please review this proxy
statement and the accompanying Schedule 13E-3 Transaction Statements in detail,
paying particular attention to the issues identified in "Risk Factors" beginning
on page __.

o Shareholder Meeting. On [__________, 2004] at [____] p.m., the annual
meeting of the shareholders of Winter Sports will be held at Big Mountain Resort
in the Outpost Building. At the meeting, shareholders will be asked to, among
other things, consider and vote upon a proposal to amend Winter Sports' Articles
of Incorporation, as previously amended, to effect a reverse split of Winter
Sports' common stock at a ratio of 150 to 1 (the "Reverse Split"), with payment
in cash to the holders of fractional shares of common stock that exist after the
Reverse Split.

o The Transaction. If the Reverse Split is approved, those persons who
hold fewer than 150 shares of common stock immediately before the Reverse Split
is effected will not be shareholders of Winter Sports thereafter. As used in
this proxy statement, the term "Effective Date" refers to the date on which the
Reverse Split is effected, and the term "Effective Time" refers to the time at
which the amendment to the Articles of Incorporation is accepted for filing with
the Montana Secretary of State. Each shareholder who holds a fractional share
immediately following the Effective Date will be entitled to receive payment of
$17.50 per share for such fractional shares. Shareholders who hold 150 or more
pre-split shares will remain shareholders in Winter Sports but will own a whole
number of post-split shares equal to 1/150 the number of pre-split shares they
held immediately before the Effective Date; these shareholders will receive the
same $17.50 per share cash payment in respect of each fractional share that
results from the Reverse Split. We expect to pay approximately $737,940 in the
aggregate for all resulting fractional shares. The fractional shares to be
purchased by the Company as part of the Reverse Split will be held in treasury.
See "Background, Purpose, Structure and Effect of the Reverse Split - Effect on
Shareholders" beginning on page __ and "- Effect of the Reverse Split on Winter
Sports" beginning on page __.

o Purpose. The primary purpose of the Reverse Split is to reduce our
number of shareholders of record to fewer than 300, thereby allowing us to
terminate our reporting obligations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the Sarbanes-Oxley Act of 2002. In the event
that there are fewer than 300 shareholders following the transaction and Winter
Sports is eligible to file to deregister its common stock, Winter Sports intends
to file a notice of termination of registration with the Securities and Exchange
Commission to deregister its common stock under federal securities laws. As a
result, Winter Sports would no longer be subject to the costly and
time-intensive annual and periodic reporting and related requirements under the
federal securities laws that are applicable to public companies. See
"Background, Purpose, Structure and Effect of the Reverse Split - Effect on
Shareholders" beginning on page __ and "- Effect of the Reverse Split on Winter
Sports" beginning on page __.

o Reasons. We are considering the Reverse Split, and the board of
directors has recommended that you approve the Reverse Split, as a means to
eliminate various expenses associated with remaining a "public company," by
which we mean a company whose stock is registered under, and which files reports
in accordance with, the Exchange Act. In addition to direct financial savings,
we expect that the going private transaction will free substantial management
time and attention that currently is devoted to Exchange Act compliance,
allowing management to focus more closely on Winter Sports' core business
operations. An ancillary benefit is that the Reverse Split would allow us to
further reduce costs by reducing the number of shareholders with whom we
communicate. Because administrative and mailing costs accrue on a
per-shareholder basis, those costs are disproportionately high for shareholders
who hold only a limited number of our shares when considering their stake in
Winter Sports. In the aggregate, we expect these cost reductions to reach
approximately $200,000 in the first full fiscal year following the Reverse
Split. We also believe the Reverse Split will provide liquidity to shareholders
who hold fewer than 150

-3-

pre-split shares; these shareholders might otherwise have difficulty in selling
their stock, or might face disproportionately high sales commissions and related
costs, due to the size of their holdings. See "Background, Purpose, Structure
and Effect of the Reverse Split - Effect on Shareholders" beginning on page __
and "- Effect of the Reverse Split on Winter Sports" beginning on page __.

o Record Date. Only shareholders of record as of the close of business on
[___________, 2003], the record date for the shareholder meeting (the "Record
Date"), are entitled to notice of and to vote at the shareholder meeting. The
accompanying notice of shareholder meeting and this proxy statement, together
with the enclosed proxy card, are dated as of [_________, 2003] and are being
mailed to those shareholders on or about [________, 2003].

o Vote Required. Approval of the Reverse Split and the related
transactions will take place only if approved by the holders of a majority, or
[504,221] (51%) of the outstanding shares of common stock, and only if the board
of directors determines that the Reverse Split would permit Winter Sports to
terminate its Exchange Act reporting obligations. As of [__________], 2003, the
current directors and executive officers of Winter Sports beneficially own
[452,453] shares or [45.8%] of Winter Sports' outstanding common stock. If the
Reverse Split is effected, management estimates that the directors and executive
officers of Winter Sports will hold approximately [3,015] shares or [45.7%] of
the outstanding common stock. Although no person has committed to vote in favor
of the Reverse Split, the current directors and executive officers of Winter
Sports have indicated that they intend to vote "FOR" the approval of the
transaction. However, their votes are insufficient to ensure approval of the
Reverse Split and accordingly, management expects, but can make no assurances,
that the transaction will be approved. See "Vote Required" beginning on page __
and "Voting Securities and Security Ownership of Certain Beneficial Owners and
Management" on page __.

o Recommendation of Board of Directors. The board of directors has
determined that the Reverse Split is advisable and in the best interests of
Winter Sports and its shareholders and recommends that you vote "FOR" the
Reverse Split. The board of directors has discussed the going private
transaction at length over the past three years, including discussions with
shareholders at our 2001 and 2002 annual shareholder meetings and in our Annual
Reports on Form 10-KSB for the fiscal years ended May 31, 2001 and 2002. In
recent months the board's discussions of a going private transaction have
intensified, and the board has focused on the potential benefits and detriments
to Winter Sports and our shareholders. After extensive discussions since
November 2002, the board of directors unanimously approved the Reverse Split on
September 10, 2003 and recommended that the shareholders also approve the
transaction. See "Recommendation of the Board of Directors" beginning on page __
and "Financial Terms of the Transaction" beginning on page __.

o Fairness Opinion of Financial Advisor. In connection with its
evaluation, the board of directors retained Willamette Management Associates,
Inc. ("Willamette") to render an opinion as to the fairness, from a financial
point of view, of the consideration to be received by unaffiliated shareholders
of Winter Sports in connection with the Reverse Split. Willamette rendered an
oral opinion to board members at a meeting held on September 18, 2003. The
essence of that opinion is that as of that date and based upon certain
assumptions disclosed to the board, and in light of the matters considered and
limitations on review described in the opinion, the consideration to be received
by the shareholders of Winter Sports in connection with the Reverse Split was
fair to those shareholders from a financial point of view. Willamette delivered
a written opinion as of the date of this proxy statement which confirms its
September 18 verbal opinion, and that written opinion is referenced in this
proxy statement as the "fairness opinion." See "Opinion of Financial Advisor"
beginning on page __; see also, the entire fairness opinion attached as Annex B
to this proxy statement.

o Recent Market Price of Winter Sports Common Stock. The last reported
sale price for our common stock as reported on the Nasdaq Over the Counter
Bulletin Board ("OTC") on [___________], the latest practicable date prior to
the mailing of this proxy statement, was [_____] per share. See "Market for
Winter Sports Common Stock and Related Stockholder Matters" beginning on page
__.

o Risk Factors. There are risks associated with the Reverse Split,
including both risks attendant to cashed-out shareholders and to persons who
remain shareholders. See "Risk Factors" beginning on page __.

o Dissenters' Rights. Under Montana law, our shareholders are entitled to
dissenters' or appraisal rights with respect to the Reverse Split. To exercise
these rights, shareholders must (i) timely deliver to Winter Sports a written
notice of their intent to demand payment for their shares if the Reverse Split
is effected, and (ii) not vote in favor of the Reverse Split. Shareholders who
fail to deliver the notice on time or who vote in favor of the reverse split
will lose any dissenters' rights. See "Dissenters' or Appraisal Rights"
beginning on page __; see also, a copy of the Montana dissenters' rights statute
is enclosed as Annex C.

-4-

o Escheat Laws. Under state escheat laws, any payment for fractional
interests not claimed by the shareholder entitled to such payment within five
years after the Effective Date may be claimed by the State of Montana for
Montana residents. Other states have similar laws with other time periods that
may be as short as two years. See "Escheat Laws" beginning on page __.

o Federal Income Tax Consequences. As a result of the Reverse Split, no
gain, loss or deduction will be recognized by Winter Sports. The receipt of cash
in exchange for fractional shares in the Reverse Split generally will be treated
as a sale or exchange of those fractional shares, with gain or loss measured by
the difference between the amount of cash received and that portion of the
shareholder's adjusted basis in his or her pre-split shares allocable to the
fractional shares. See "Material U.S. Federal Income Tax Consequences" beginning
on page __.

o Source of Funds. Management believes that Winter Sports has the
financial resources to complete the Reverse Split transaction when considering
anticipated cash flow and permitted borrowings under its current credit
facility. See "Financial Terms of the Transaction - Source of Funds and
Financial Effect of the Reverse Split" beginning on page __.

o Exchange of Stock Certificates. If the Reverse Split is approved by our
shareholders, each shareholder will receive a letter from our exchange agent
after the Effective Date indicating the procedures for surrendering stock
certificates in exchange for cash (in the case of fractional post-split shares)
and replacement stock certificates (in the case of whole numbers of post-split
shares). See "Exchange of Stock Certificates" beginning on page __.

o Proxy Solicitation Expenses. Winter Sports will bear the cost of this
proxy solicitation. We do not expect to pay any compensation for the
solicitation of proxies, but may reimburse brokers and other persons holding
stock in their names, or in the names of nominees, for their expenses in sending
proxy material to principals and obtaining their proxies. In addition to
soliciting proxies by mail, we may also use officers and regular employees to
solicit proxies from shareholders by any means without extra compensation. See
"Proxy Solicitation Expenses" on page __.

If you have more questions about the Reverse Split or would like additional
copies of this proxy statement, please contact Sandra Unger, Secretary of Winter
Sports, Inc., P. O. Box 1400, Whitefish, MT 59937. Telephone (406) 862-1933.

- --------------------------------------------------------------------------------
Important: Please return your proxy promptly whether or not you plan to attend
the meeting. An addressed envelope is enclosed for your convenience. No postage
is required if mailed in the United States.
- --------------------------------------------------------------------------------

Please do not send in any stock certificates or option agreements at this time.
We will send detailed instructions to shareholders for surrendering their stock
certificates and options as soon as practicable after the amendment becomes
effective.

-5-

ITEM 1 - AMENDMENT OF WINTER SPORTS' ARTICLES OF INCORPORATION, AS AMENDED, TO
EFFECT A REVERSE STOCK SPLIT OF WINTER SPORTS' COMMON STOCK

The board of directors has authorized, and recommends for your approval, the
Reverse Split, which has two separate implications:

o the Reverse Split, in which each pre-split share of common stock
will be converted to 1/150 of one share of post-split common stock
as of the Effective Time; and

o the payment of $17.50 per share for each fractional share resulting
from the Reverse Split.

If the Reverse Split is approved by shareholders, the Reverse Split will become
effective upon the filing with the Montana Secretary of State of an amendment to
Winter Sports' Articles of Incorporation in the form of Annex A.

If you own fewer than 150 pre-split shares and want to remain a Winter Sports
shareholder after the Effective Time, you may do so by acquiring enough shares
so that at the Effective Time you own 150 or more pre-split shares. Due to the
extremely limited trading market for Winter Sports stock, however, you may have
difficulty purchasing enough shares to remain a Winter Sports shareholder. If
you own shares in a variety of accounts or record entries and wish to combine
your various holdings so that you own 150 or more pre-split shares at the
Effective Time, you should instruct your brokers or other fiduciaries to
consolidate your shares into a single record entry in a timely manner so that
all your shares will be aggregated before the Reverse Split.

SPECIAL FACTORS

VOTE REQUIRED

Approval of the amendment and the related transactions requires the affirmative
vote of the holders of a majority of the outstanding shares of each class of our
common stock. You are entitled to one vote per share of Winter Sports common
stock held as of the Record Date. As of the Record Date, we had [988,668] shares
of common stock issued and outstanding. The transaction is not structured so
that approval of at least a majority of unaffiliated shareholders is required.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The board of directors has unanimously determined that the Reverse Split and the
related transactions are both substantively and procedurally fair to, and in the
best interest of, Winter Sports and our shareholders, including those
unaffiliated shareholders who will and those who will not retain an interest in
Winter Sports. Accordingly, the board of directors unanimously recommend a vote
"FOR" the proposal to approve the Reverse Split and the related transactions
described in this proxy statement.

BACKGROUND, PURPOSE, STRUCTURE AND EFFECT OF THE REVERSE SPLIT

Background

Over the past three years, the board of directors and the audit committee have
evaluated the costs and the benefits of Winter Sports remaining a reporting
company under the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. Beginning with meetings in January 2000, the
audit committee and the board discussed the steps necessary to terminate our
Exchange Act reporting status and thereby reduce the costs of securities law
compliance. There was discussion regarding SEC compliance requirements and the
benefit, if any, that Winter Sports and our shareholders receive as a result of
remaining a reporting company. Specific concerns were raised regarding the need
for an audit committee charter, as well as potential liability and time
requirements for audit committee members. Some directors expressed concerns at
that time about the minority shareholders and the public relations repercussions
of taking such a step. Our third quarter report to shareholders in February 2000
discussed new SEC reporting requirements and the added financial costs for
Winter Sports.

At a board meeting in September 2000, the board conducted a lengthy discussion
regarding whether Winter Sports and its shareholders were benefiting from SEC
registration. The general agreement was that the corporation and its
shareholders were

-6-

not benefiting and that the corporation should move towards deregistration at an
appropriate time in the future. The board decided that the timing was not right
for a going-private transaction, and that it would be better to communicate the
board's concerns with shareholders well in advance of any formal decision to go
private.

At the annual shareholder meeting in 2000, the CEO reported to shareholders on
the continuing changes in securities reporting requirements, including the
requirement of auditor reviews of all quarterly statements, which would be an
additional expense for the company and the shareholders. He noted that Winter
Sports stock was very lightly traded and as a result, he believed the market
prices did not reflect the true value of the stock. He stated his opinion that a
small company such as Winter Sports bears all the costs and responsibilities of
being a public company but does not receive the benefits. He also noted that the
board of directors was investigating the possibility of taking Winter Sports
private. The CEO expressed similar concerns about increasing compliance costs at
the 2001 annual shareholder meeting, and said that a going private transaction
was still being considered.

At a board meeting in August 2002, the board decided to announce to the
shareholders that it was planning to proceed with plans for going private, and
this decision was reported in the Company's 2002 annual report to shareholders.
The report noted the numerous new rules and regulations enacted by the SEC
responding to a number of highly publicized corporate financial disasters, and
the fact that Winter Sports was required to follow the same procedures as
companies which are 10-100 times its size.

At meetings during December 2002 - February 2003, the board and audit committee
discussed with legal counsel the various alternatives for a going private
transaction, and raised questions about valuation and the costs of going
private. At a board meeting in June 2003, legal counsel led a discussion about
the methods and concerns of going private. Counsel also discussed the new
requirements of the Sarbanes-Oxley Act. Counsel noted anecdotal evidence that D
& O insurance premiums would likely increase. The board then authorized
management to gather information and to engage a financial advisor to give a
fairness opinion to assist the board in fully exploring a reverse stock split.

At the board meeting held on September 10, 2003, after receiving an opinion from
Willamette and after discussing and considering their fiduciary duties, the
board unanimously approved the reverse stock split and recommended that
shareholders approve the transaction.

Reasons for the Reverse Split

We have approximately 917 shareholders of record, and many of those shareholders
hold small numbers of shares. As of _____________, 2003, approximately 664
shareholders of record of our publicly-traded shares of common stock owned fewer
than 150 shares. At that time, these shareholders represented approximately 72%
of our record shareholders, but only 2.5% of the total number of outstanding
shares of our publicly-traded common stock. By reducing the number of
shareholders, we expect to deregister our common stock under the Exchange Act
and to reduce the number of shareholders with whom we are required to
communicate, thus reducing two substantial components of our general and
administrative expense. Management expects to invest those savings in other
areas of our business operations with the hope of improving service for our
customers and our community and improving profitability for Winter Sports. The
Reverse Split ratio of 150 to 1 is the smallest ratio that the board of
directors believes could have the intended effect of reducing the number of
shareholders below 300 while balancing the resulting financial impact on Winter
Sports. While we do not expect to pay dividends in the foreseeable future, we
believe that the expected improvements to profitability will increase the value
of Winter Sports, and concomitantly, the value of our common stock.

We expect to benefit from substantial cost savings as a result of the Reverse
Split, and management has estimated that these costs will amount to
approximately $200,000 during the fiscal year following the Reverse Split. These
savings will include reduced legal and accounting fees resulting from
deregistration under the Exchange Act, as well as lower costs of communicating
with shareholders as a result of reducing the number of shareholders by
liquidating shares in the Reverse Split. Our legal and accounting fees for
Exchange Act compliance and related matters during fiscal 2003 are estimated to
reach approximately $100,000.

Additionally, the Sarbanes-Oxley Act of 2002 and the well-publicized corporate
scandals that led to the passage of that statute have had a dramatic impact on
the cost of director and officer liability insurance for companies whose stock
is registered under the Exchange Act. For example, whereas our director and
officer insurance in fiscal 2000 was approximately $59,040, our estimated
premium for fiscal 2003 is $102,358. If we were a privately held company whose
stock was not registered under the Exchange Act, management estimates that our
director and officer insurance for fiscal 2003 would have cost approximately
$50,000. Accordingly, the reason the transaction is being undertaken at this
time is because of such increased compliance costs

-7-

resulting from Sarbanes-Oxley.

The cost of delivering information to and corresponding with each shareholder is
the same regardless of the number of shares that person owns. Therefore, our
costs to deal with small holders to maintain such small accounts are
disproportionately high when compared to the total number of shares involved. In
fiscal 2004, assuming that the Reverse Split does not occur, we expect that we
will spend approximately $15 per registered shareholder for transfer agent and
other administrative fees and for printing and postage costs to mail proxy
materials and the annual and periodic reports required to be distributed to
shareholders under the Exchange Act. In addition, in 2004, assuming that the
Reverse Split does not occur, we expect to spend approximately $20 communicating
with each shareholder who holds shares in "street name" through a nominee (i.e.,
a bank or broker). Because many of our shareholders own very small numbers of
shares, the cost of communicating with these shareholders is thus quite
substantial in comparison to those persons' investment in Winter Sports. In the
aggregate, management estimates that if the Reverse Split is completed based
upon the number of small shareholders identified as of the Record Date, we will
save approximately $4,510 per fiscal year in reduced printing and mailing costs
alone.

The direct savings outlined in this section do not include the substantial
attention management must devote to compliance with federal securities laws that
would be inapplicable if Winter Sports were to deregister its common stock under
the Exchange Act. We estimate that management devotes approximately 1060 hours
per year to comply with the public company reporting requirements. Thus, if the
Reverse Split is approved, management estimates that Winter Sports will benefit
by quantifiable annual savings in the first post-transaction fiscal year of
approximately $200,000, and we believe the intangible benefits that would be
derived if our executive officers were allowed to focus the additional attention
on operations and financial management would further enhance Winter Sports'
financial performance and allow Winter Sports to provide improved services to
its customers and to the Flathead Valley community.

Management also believes that all of the costs outlined in this section
represent a substantial expense for Winter Sports, particularly in consideration
of the fact that Winter Sports' aggregate net income for the past three fiscal
years was $1,022,715. Moreover, management believes such costs are substantial
relative to the limited benefit our shareholders realize from Winter Sports'
public company status. Those factors which indicate that limited benefits are
being realized include the fact that during the company's 2003 fiscal year, the
total value of Winter Sports' reported stock trades (based on the Nasdaq OTC)
was $350,070 and that Winter Sports' stock did not trade at all from May 3, 2003
until September 10, 2003.

Finally, the Reverse Split will provide shareholders with fewer than 150
pre-split shares with an efficient way to cash out their investment in Winter
Sports because we will pay all transaction costs such as brokerage or service
fees incurred in the Reverse Split. Otherwise, shareholders who liquidated small
holdings would likely incur brokerage fees disproportionately high relative to
the market value of their shares. The Reverse Split will eliminate these
problems for most shareholders with small holdings.

Factors considered by the Board of Directors

In considering whether to recommend to the shareholders the approval of the
Reverse Split and the related transactions, the following material positive
factors were discussed by the board of directors.

o We will pay an amount equal to $17.50 per share for the fractional
shares resulting from the Reverse Split. This consideration
represents a premium of approximately 35% over the last reported
sale price immediately prior to the board's adoption of the
resolution approving the Reverse Split on September 10, 2003. This
amount also represents a premium of approximately 60% over the book
value per share of $10.29 as of May 31, 2003. Given that Winter
Sports incurred a loss in fiscal 2003, there is no meaningful
relationship between the consideration to be paid for fractional
shares and trailing earnings per basic share.

o The board received a fairness opinion from Willamette to the effect
that the consideration is fair from a financial point of view to the
unaffiliated shareholders who will receive payment for fractional
shares.

o Management and Winter Sports' attorneys and accountants estimated
that they anticipate reductions in the expenses of compliance with
the reporting requirements of U.S. securities laws and in the cost
of director and officer liability insurance.

o Management has estimated that the going private transaction will
free significant management time and attention that can be devoted
to Winter Sports' core business.

-8-

o Management has estimated that they anticipate substantial annual
reductions in administrative expenses associated with administering
a large number of shareholder accounts and in time spent responding
to shareholder requests.

o Shareholders who wish to remain shareholders may be able to purchase
sufficient shares in advance of the Effective Time to cause them to
own more than 150 pre-split shares (so long as such purchases would
not defeat the purpose of the Reverse Split, in which case the
Reverse Split would be abandoned).

The board of directors also considered the following factors of the Reverse
Split and related transactions, which factors the board of directors views as
detriments to proceeding with the transaction.

o Following the closing, the shareholders with fewer than 150
pre-split shares will cease to participate in the future growth of
Winter Sports, if any, or benefit from increases, if any, in the
value of Winter Sports.

o Unaffiliated shareholders are practically required to exchange their
fractional shares involuntarily for a cash price which was approved
by the board of directors of Winter Sports; and, as a result, those
unaffiliated shareholders will not have the opportunity to liquidate
their shares at a time and for a price of their choosing.

o The payment for fractional shares is a taxable transaction for
shareholders.

o Winter Sports' stock will become less liquid since there no longer
will be any established public market which trades our common stock.

Additionally, the board of directors considered the following potential risks of
remaining a shareholder after the Reverse Split and related transactions are
completed:

o The possibility that shareholders may not realize the intended
benefits (reducing costs associated with being a public company) of
the Reverse Split, since there is a possibility that the company may
face unanticipated administrative or other expenses.

o The possibility that the value of Winter Sports' shares may be
adversely affected due to the lack of liquidity of such shares
following the Reverse Split.

o The reality that continuing shareholders will remain subject to the
operational and other risks facing Winter Sports, and the
possibility that those risks, if realized, could reduce the value of
their shares of common stock.

The board of directors also considered the risk factors identified on pp. 25-26
in determining the fairness of the transaction.

The board of directors did not consider historical market prices to be a
material factor because of the low trading volume and lack of trading
information. Similarly, liquidation value was not determined to be a material
factor in the board's decision because the board has no intention of liquidating
the company and does not believe that liquidation would be in the best interest
of the shareholders. The board has not received any firm offers to acquire the
company by merger or otherwise during the past two years, nor did the board
believe a sale of the Company is in the best interests of shareholders, so a
sale strategy was not deemed relevant to the board's decision.

The board did not assign any relative weight to any of the foregoing factors,
nor did the board discuss whether any single factor or a combination of factors,
or any specific cost-saving targets, would have been dispositive to their
decision or recommendation.

The board of directors considered several alternative transactions that might
have reduced the number of shareholders of record to fewer than 300 but,
ultimately the Reverse Split was chosen as the preferred method. Management
analyzed and discussed with the board the alternatives available to Winter
Sports. In making this analysis, management considered three alternative
strategies besides the Reverse Split.

o Cash Tender Offer. One means by which Winter Sports might have reduced
the number of shareholders below the 300 shareholder limit was to launch a cash
tender offer or to cooperate with one or more of the shareholders in doing so.
This approach carries transaction costs similar to the Reverse Split, but there
was no way to be certain that a tender offer would have

-9-

the desired effect because, it was believed, many holders of small numbers of
shares would not make the effort to tender their shares of common stock. Winter
Sports' previous efforts to repurchase outstanding shares did not succeed in
significantly reducing the number of shareholders (between May 2000 and June
2001, Winter Sports repurchased 19,200 shares at market price). Thus the board
discarded this approach because it did not wish to make such a significant
investment in management time, legal and accounting fees, and administrative
costs without some assurance that the investment would promote the going-private
objective. The board did not specifically consider a cash tender offer with
affiliates.

o "Cash-Out" Merger. The board also considered the possibility that it
might eliminate small shareholders by forming another entity and causing Winter
Sports to merge into that entity, with the new entity to be the survivor and
with equity interests exchanged in a ratio that would have an effect similar to
the Reverse Split. This approach was discarded because the board did not
perceive a significant need for a new entity, and the effect of this approach
was otherwise substantially similar to the Reverse Split as currently
structured.

o Combination Reverse-Split/Forward- Split. One other approach that was
discussed extensively was to have Winter Sports effect a 150 to 1 reverse split,
followed immediately by a 1 to 150 forward split, in a manner that would have
caused the holders of fewer than 150 pre-split shares to receive cash, but
holders of 150 or more pre-split shares to hold, after both transactions were
completed, the same number of shares they held prior to the transaction. The
board considered this structure as a means to save the cost of liquidating any
portion of the holdings of any shareholder who would have retained ownership of
common stock following the transaction, an amount management estimated at
approximately $105,000. This structure was discarded for two reasons. First,
although at least one similar transaction has been publicly announced and
concluded, that transaction was completed under Delaware law. Shareholders whose
shares were to be liquidated in the comparable transaction brought suit to
enjoin the transaction, but the Delaware supreme court found in favor of the
company. However, Montana law is unclear on this point, and the board ultimately
decided that the lack of clarity posed an unsuitable risk to Winter Sports.
Second, the board was concerned because the two-step process could have been
construed to have treated large shareholders more favorably than small
shareholders, because after the transaction the small holders would have been
cashed out, but the larger holders would have held exactly the same number they
held before the transaction was concluded. For these reasons, the board selected
the Reverse Split as the preferred approach.

The board of directors did not consider other alternatives to going private,
such as the sale of the Company or attempting to raise additional capital,
because the board did not consider such alternatives to be in the best interests
of the Company.

The board of directors believes that the Reverse Split is substantively fair to
all unaffiliated shareholders, which includes those that will and those that
will not retain an interest in Winter Sports. Present shareholders (including
those whose shares are expected to be cashed out) generally will have an
opportunity both to evaluate all of the information contained herein and to
compare the potential value of an investment in Winter Sports with that of other
available investments. The board of directors believes that the Reverse Split is
procedurally fair to all unaffiliated shareholders, including those that will
and those that will not retain an interest in Winter Sports, because the Reverse
Split is being effected in accordance with all requirements under Montana law
and hence will require the affirmative vote of the holders of a majority of
Winter Sports' outstanding common stock. In addition, between the date hereof
and the Effective Time all shareholders of Winter Sports (including those
unaffiliated shareholders who will and those who will not retain an interest)
will have an opportunity to adjust the number of pre-split shares owned by them
so that holders who would otherwise be cashed out can continue to be
shareholders, and continuing holders can so divide or otherwise adjust their
existing holdings as to become cashed-out shareholders as to some or all of
their pre-split shares. We believe that, in determining the consideration
amount, our directors were conscious of the importance of the factors they
considered (including those that adversely affect continuing shareholders as
well as those that affect cashed-out shareholders) and acted in accordance with
their fiduciary duties to Winter Sports and all of our shareholders.

In connection with the Reverse Split and related transactions, Winter Sports has
not specially provided unaffiliated shareholders with access to its corporate
files or with an opportunity to obtain counsel or appraisal services at the
expense of Winter Sports. In addition, no unaffiliated representative was
retained by Winter Sports to act solely on behalf of unaffiliated shareholders
in the transaction to negotiate the terms or prepare a report concerning the
fairness of the Reverse Split because the board of directors views the
Willamette fairness opinion, the need to obtain shareholder approval, and the
other matters discussed herein to afford adequate procedural safeguards to
non-affiliated shareholders without the extraordinary expense of multiple
financial or legal advisors. The transaction is not structured so that approval
of at least a majority of unaffiliated shareholders is required because such a
structure would be inconsistent with the requirements of the Montana Business
Corporation Act.

No members of the board of directors are employees of Winter Sports. The Reverse
Split and related transactions were unanimously approved by the board of
directors. Accordingly, the Reverse Split was approved by a majority of
non-employee directors.

-10-

The board of directors retains the right to reject (and not implement) the
Reverse Split (even after approval thereof) if it determines subsequently that
the Reverse Split is not then in the best interests of Winter Sports and its
shareholders. If the Reverse Split is not approved, or, if approved, is not
implemented, the proposed deregistration of Winter Sports' common stock cannot
be completed.

Based on the foregoing analysis, the board believes that the transaction is
procedurally and substantively fair to all shareholders, including the
unaffiliated shareholders, regardless of whether a shareholder receives cash or
continues to be a shareholder of Winter Sports following the Reverse Split and
related transactions.

Structure of the Reverse Split

Each shareholder who holds a fractional share immediately following the
Effective Time will be entitled to receive payment of $17.50 per share for such
fractional shares. Shareholders who hold 150 or more pre-split shares will
remain shareholders in Winter Sports but will own a whole number of post-split
shares equal to 1/150 the number of pre-split shares they held immediately
before the Effective Date; these shareholders will receive the same $17.50 per
share cash payment in respect of each fractional share that results from the
Reverse Split.

The Reverse Split includes the Reverse Split and cash payment for any remaining
fractional shares following the Reverse Split. If the Reverse Split is approved
by shareholders, the Reverse Split is expected to occur at [6:00] p.m. on the
Effective Date. Upon consummation of the Reverse Split, each shareholder of
record on the Effective Date will receive one share of common stock for each 150
pre-split shares held in his or her account at that time. Each shareholder who
holds a fractional share immediately following the Effective Date will be
entitled to receive payment of $17.50 per share for such fractional shares.
Shareholders who hold 150 or more pre-split shares will remain shareholders in
Winter Sports but will own a whole number of post-split shares equal to 1/150
the number of pre-split shares they held immediately before the Effective Time;
these shareholders will receive the same $17.50 per share cash payment in
respect of each fractional share that results from the Reverse Split. Each
shareholder who holds less than 150 pre-split shares (also referred to as a
"Cashed-Out Shareholder") will receive a cash payment instead of fractional
shares. We intend for the Reverse Split to treat shareholders holding common
stock in street name through a nominee (such as a bank or broker) in the same
manner as shareholders whose shares are registered in their names, and nominees
will be instructed to effect the Reverse Split for their beneficial holders.
Accordingly, we also refer to those street name holders who receive a cash
payment instead of fractional shares as "Cashed-Out Shareholders." However,
nominees may have different procedures and shareholders holding shares in street
name should contact their nominees.

In general, the Reverse Split can be illustrated by the following examples:

Hypothetical Scenario Result

Mr. Brown is a registered shareholder who holds 75 After the Reverse Split, Mr. Brown would hold a 1/2
shares of common stock in his account prior to the share, which would be converted into the right to
Reverse Split. receive cash instead of receiving a fractional share.
Thus, Mr. Brown would receive $1,312.50 ((1/2 post-split
share x 150) x $17.50).

Note: If Mr. Brown wants to continue his investment in
Winter Sports, prior to the Effective Time, he can buy
at least 75 more shares. Mr. Brown would have to act far
enough in advance of the Reverse Split so that the
purchase is completed and the additional shares are
credited in his account by the close of business
(Mountain Standard time) on the Effective Date.

Ms. Black has two separate record accounts. As of the Ms. Black will receive cash payments equal to the
Effective Time, she holds 50 shares of common stock in cash-out price of her common stock in each record
one account and 100 shares of common stock in the other. account instead of receiving fractional shares. Ms.
All of her shares are registered in her name only. Black would receive two checks totaling $2,625 ((1/3
post-split share x 150) x $17.50) = $875; (2/3
post-split shares x 150) x $17.50 = $1,750))

Note: If Ms. Black wants to continue her investment in
Winter Sports, she can consolidate or transfer her two
record accounts prior to the Effective Time into an
account with at least 150 pre-split shares of common
stock. Alternatively, she can buy at least 100 more
shares for the first account and 50 more shares for the
second account, and hold them in her account. She would
have to act far enough in advance of the Reverse Split
so that the consolidation or the purchase is completed
and the transfer agent has been notified by the close of
business (Mountain Standard Time) on the Effective Date.

-11-

Mr. Blue holds 150 shares of common stock as of the After the Reverse Split, Mr. Blue will own one share of
Effective Time. common stock.

Mr. Yellow holds 200 shares of common stock as of the After the Reverse Split, Mr. Yellow would hold 1-1/3
Effective Time. shares, which would result in Mr. Yellow owning, from
and after the Effective Time, one share and having the
remaining 1/3 share converted into the right to receive
cash. Thus Mr. Yellow will hold one share of common
stock and will have received cash in the amount of $875
((1/3 post-split share x 150) x $17.50).

Ms. Orange Holds 25 shares of common stock in her name Winter Sports intends for the Reverse Split to treat
in a brokerage account as of the Effective Time. shareholders holding shares of common stock in street
name through a nominee (such as a bank or broker) in the
same manner as shareholders whose shares are registered
in the beneficial owner's name. Nominees will be
instructed to effect the Reverse Split for their
beneficial holders. If this occurs, Ms. Orange will
receive, through her broker, a check for $437.50 ((1/6
post-split share x 150) x $17.50). However, nominees may
have a different procedure and shareholders holding
shares of common stock in street name should contact
their nominees.

Effect on Shareholders

If approved by shareholders at the shareholder meeting and implemented by the
board of directors, the Reverse Split will affect Winter Sports shareholders as
follows:

Shareholder Before Completion of the Reverse Split Net Effect After Completion

Registered shareholders holding 150 or more shares of Shares will no longer be eligible for trading on the OTC
common stock Bulletin Board

They will hold 1/150th fewer shares and any fractional
shares will be cashed out in an amount equal to the
value of such fractional interest.

Registered shareholders holding fewer than 150 of shares Shares will be converted into $17.50 per pre-split share
of common stock of common stock outstanding.

-12-

Shareholders holding common stock in street name through We intend for the Reverse Split to treat shareholders
a nominee (such as a bank or broker) holding common stock in street name through a nominee
(such as a bank or broker) in the same manner as
shareholders whose shares are registered in their names.
Nominees will be instructed to effect the Reverse Split
for their beneficial holders. However, nominees may have
different procedures and shareholders holding shares in
street name should contact their nominees.

See "Factors Considered by the Board of Directors" for more information
regarding effects of the Reverse Split on shareholders of Winter Sports.

Effect of the Reverse Split on Winter Sports

Our Articles of Incorporation currently authorize us to issue 1,262,500 shares
of common stock. As of the Record Date, [988,668] shares of common stock were
outstanding. Based upon Winter Sports' best estimates, if the Reverse Split had
been consummated as of the Record Date, the number of outstanding shares of
common stock would have been reduced by the Reverse Split from [988,668] to
approximately [6,310], and the number of record holders from [917] to
approximately [254].

Our common stock is currently registered under Section 12(g) of the Exchange Act
and, as a result, we are subject to the periodic reporting and other
requirements of the Exchange Act. As a result of the Reverse Split, we will have
less than 300 holders of record of our publicly-traded common stock and the
requirement that Winter Sports maintain its registration under the Exchange Act
will terminate and it will become a "private" company. As a result of Winter
Sports' deregistration, our shares of common stock will no longer trade on the
Over-the-Counter Electronic Bulletin Board (the "OTC"). In connection with the
proposed Reverse Split, we have filed with the SEC Rule 13e-3 Transaction
Statements on Schedule 13E-3.

Based on the aggregate number of shares owned by holders of record of fewer than
150 pre-split shares as of the Record Date, Winter Sports estimates that
payments of cash in lieu of the issuance of fractional shares to persons who
held fewer than 150 pre-split shares of common stock immediately prior to the
Reverse Split will total approximately $425,092.50 in the aggregate. Likewise,
based on the aggregate number of shares owned by holders of more than 150
pre-split shares as of the Record Date, Winter Sports estimates that payments of
cash in lieu of the issuance of fractional shares to persons who held more than
150 pre-split shares of common stock immediately prior to the Reverse Split will
total approximately $312,847.50 in the aggregate. Persons who hold exactly 150
pre-split shares will not receive any payment because they will not receive any
fractional shares as a result of the Reverse Split.

The number of authorized shares will remain the same following consummation of
the Reverse Split. The total number of outstanding shares of common stock
following the Reverse Split will be reduced by [982,358]. After the consummation
of the Reverse Split and the buy out of fractional shares, the outstanding
shares will represent about 0.50% of the total authorized shares of common
stock.

Effect of the Reverse Split on Winter Sports Directors.

Members of the Winter Sports board of directors will participate in the Reverse
Split to the same extent as other shareholders. The directors of Winter Sports
all currently own sufficient shares of common stock (at least 150 each) so that
they will all continue to be shareholders after the effectiveness of the Reverse
Split. As with all other remaining shareholders of Winter Sports, the percentage
ownership by the directors of the total outstanding shares after the Reverse
Split may increase slightly. The amounts set forth in the table entitled
"Security Ownership of Certain Beneficial Owners and Management" illustrate the
effect on the directors. The Reverse Split will not have a material effect on
the net book value and earnings per share of the directors. The net book value
per share as of May 31, 2003 (including accreted dividends) was $10.45 per
share; if the Reverse Split had occurred as of that date, the net book value
(including accreted dividends) would have been $1,484.77 per share, an increase
of 14,108.3%. Net loss per share as of May 31, 2003, was ($0.57) per share; if
the Reverse Split had been effected as of the same date, loss per share would
have been ($125.43) per share, an increase of 21,905.2%. The effect of the
Reverse Split Transaction on the interest of each director in the net book value
and earnings per share of Winter Sports would be as follows:

-13-

-----------------------------------------------------------------------------------------
Net Book Value Earnings Per Share
-----------------------------------------------------------------------------------------
Filing Person $ (Decrease) % (Decrease) $ (Decrease) % (Decrease)
-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------
Charles R. Abell (9,094) (5.88%) (3,815.83) (45.02%)
-----------------------------------------------------------------------------------------
Jerome T. Broussard (56,283) (5.28%) (26,850.93) (45.94%)
-----------------------------------------------------------------------------------------
Brian T. Grattan (7,751) (5.37%) (3,625.32) (45.81%)
-----------------------------------------------------------------------------------------
Dennis L. Green (137,513) (5.29%) (65,497.48) (45.93%)
-----------------------------------------------------------------------------------------
Charles P. Grenier (579) (5.28%) (276.41) (45.94%)
-----------------------------------------------------------------------------------------
Jerry J. James (83) (5.28%) (39.49) (45.94%)
-----------------------------------------------------------------------------------------
Michael T. Jenson (11,506) (5.32%) (5,444.58) (45.89%)
-----------------------------------------------------------------------------------------
Darrel R. Martin (27,728) (5.28%) (13,228.03) (45.94%)
-----------------------------------------------------------------------------------------
Michael J. Muldown (936) (11.20%) (168.79) (36.82%)
-----------------------------------------------------------------------------------------

Consideration in Lieu of Shares

We will not issue any fractional shares in connection with the Reverse Split.
Instead, if a shareholder holds fewer than 150 pre-split shares, we will pay
$17.50 for each such pre-split share. We refer to this amount as the
"consideration." Likewise, if a shareholder holds more than 150 pre-split shares
and fractional shares will result from the Reverse Split, we will pay to the
shareholder $17.50 per share for each such pre-split share that would become a
fractional share as a result of the Reverse Split. The Effective Time will not
be later than thirty (30) days following the date of the shareholder meeting.

All amounts payable to shareholders will be subject to applicable state laws
relating to abandoned property. See "Escheat Laws" below. No service charges or
brokerage commissions will be payable by shareholders in connection with the
Reverse Split. Winter Sports will pay any fees that are imposed on shareholders
holding fewer than 150 pre-split shares by any bank, nominee or brokerage. We
will not pay interest on cash sums due any such shareholder pursuant to the
Reverse Split.

Assuming the Reverse Split occurs, as soon as practical after the Effective Time
we will mail a letter of transmittal to each holder of record immediately. The
letter of transmittal will contain instructions for the surrender of the
certificate or certificates to Winter Sports' exchange agent in exchange for any
consideration or fractional share payment. No cash payment will be made to any
shareholder until the shareholder has surrendered the outstanding
certificate(s), together with the letter of transmittal, to Winter Sports'
exchange agent. See "Exchange of Stock Certificates" section below. Dissenters'
rights are available under the Montana Business Corporation Act to any
shareholders who dissent from the proposed Reverse Split. See "Dissenters' or
Appraisal Rights" below.

Conduct of Winter Sports' Business after the Reverse Split

We expect our business and operations to continue as they are currently being
conducted and, except as disclosed in this document, the Reverse Split is not
anticipated to have any effect upon the conduct of our business. If the Reverse
Split is consummated, all persons owning fewer than 150 pre-split shares of
common stock will no longer have any equity interest in and will not be
shareholders of Winter Sports and, therefore, will not participate in our future
potential or earnings and growth. Instead, upon surrender of stock certificate,
we will pay each such owner of common stock the $17.50 per share cash
consideration, without interest.

In addition, individuals who are members of the board of directors and of
management of Winter Sports now owning approximately 45% of the common stock
will own approximately 47% of the common stock after the Reverse Split. These
figures do not include common stock owned by Michael Collins, who resigned as
President and Chief Executive Officer effective September 1, 2003.

Other than as described in this proxy statement, neither Winter Sports nor our
management has any current plans or proposals to effect any extraordinary
corporate transaction such as a Reverse Split, reorganization or liquidation; to
sell or transfer any material amount of our assets; to change our board of
directors or management; to change materially our indebtedness or
capitalization; or otherwise to effect any material change in our corporate
structure of business.

FINANCIAL TERMS OF THE TRANSACTION

On August 4, 2003, Winter Sports retained an independent financial advisor,
Willamette Management Associates, Inc., to render an opinion as to the fairness
of the consideration to be paid to unaffiliated shareholders holding fewer than
150 pre-split shares of record in any one account and the fairness of the
Reverse Split to Winter Sports and its remaining shareholders. The

-14-

Reverse Split is expected to result in the cash-out of approximately 281
post-split shares of common stock at the consideration to be paid for fractional
shares, for a total consideration of approximately $737,940. No independent
committee of the board of directors has reviewed or approved the fairness of the
Reverse Split. No unaffiliated representative was retained by Winter Sports or
by a majority of outside directors to act on behalf of the shareholders for the
purpose of negotiating the terms of the Reverse Split or preparing a report
concerning the fairness of the Reverse Split.

The consideration of $17.50 per share for fractional shares reflects an
approximately 35% premium over the last reported sale price of $13.00 as
reported for the common stock on the OTC on September 9, 2003, the trading day
before the board of directors determined the consideration. As of that date, the
last reported sale of Winter Sports common stock had occurred on May 20, 2003,
at a price of $13.00 per share. When the board of directors convened on
September 18, 2003 to receive Willamette's opinion as to the fairness, from a
financial point of view, of the consideration to be paid to the shareholders who
will receive cash in lieu of fractional shares, the board was informed by
Willamette that, subsequent to the board's determination, on September 10, 2003,
800 shares of common stock were traded at a price of $13.00 per share, and on
September 11, 2003, 200 shares traded at $14.50 per share. Willamette further
informed the board that these more recently reported trades were reviewed and
considered in arriving at its opinion. The directors discussed among themselves
and with Willamette the import of the more recent trades and noted that the
volume of shares traded was very small and that the price of the trades was
within the range of reported trading prices for the previous twelve (12) month
period. Based on this discussion, the board determined not to adjust the
consideration. Thereafter, Willamette rendered an oral opinion to the board of
directors that the consideration was fair, from a financial point of view, to
the shareholders who would receive a cash payment in lieu of fractional
post-split shares.

Source of Funds and Financial Effect of the Reverse Split

Management estimates that the total funds required to pay the consideration to
shareholders entitled to receive cash for their fractional shares and to pay
fees and expenses relating to the transaction will be approximately $962,940.
Because the actual number of pre-split shares which will be purchased by Winter
Sports is unknown at this time, the total cash to be paid to shareholders by
Winter Sports is unknown, but is estimated to be not more than $737,940.
Transaction expenses incurred in connection with the Reverse Split include
financial advisor fees of [$76,098] and legal fees of [$73,948]. In order to
complete the transaction, additional expenses are expected to be incurred,
including additional professional fees, solicitation expenses, filing fees and
printing costs. Total transaction expenses and fees are expected to be
approximately $225,000. Payments to be made in lieu of issuing fractional shares
and the transaction expenses, all of which will be paid by Winter Sports, are
not expected to have any material adverse effect on Winter Sports'
capitalization, liquidity, results of operations or cash flow.

Management believes that Winter Sports has the financial resources to complete
the Reverse Split transaction when considering Winter Sports' anticipated cash
flow from the upcoming ski season and permitted borrowings under its current
credit facility. We expect to be able to finance the Reverse Split through
Winter Sports' working capital and, to the extent the board deems necessary, by
borrowing against our existing credit lines. The company has not made
alternative financing arrangements. As of [November 10, 2003], Winter Sports has
[$73,610] of unrestricted cash on hand and [$9,470,989] available for use under
its revolving, reducing credit facility with Bank of America. The loan agreement
with Bank of America provides for a $13,500,000 revolving, reducing line of
credit which matures on May 31, 2009. The agreement provides for seasonal
working capital, capital projects and restructuring of long-term debt. The
agreement calls for reducing availability of funds in the amount of $1,200,000
each May 31 beginning May 31, 2004. Principal reductions are required on any
outstanding balances above the available amount. The agreement allows any
mandatory principal payment otherwise due to be skipped should annual gross
revenues (excluding real estate related revenues) drop below $8.5 million due to
conditions beyond the control of Winter Sports. The provision is limited to two
such skip payments during the term of the loan. The interest rate on the
facility is at or below Bank of America's reference rate, which is currently
4.75%. Winter Sports may obtain funds below the reference rate by utilizing a
London Interbank Offered Rate plus 1%. Standby letters of credit also reduce the
amount available under the revolving agreement. Winter Sports has not made any
plans or arrangements to finance or repay the loan, should borrowing against the
credit facility be necessary. See Annex D for Winter Sports financial
information.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of the material anticipated U.S. federal income
tax consequences of the Reverse Split to Winter Sports and its shareholders. It
should be noted that this discussion is based upon the U.S. federal income tax
laws currently in effect and as currently interpreted. This discussion does not
take into account possible changes in such laws or interpretations, including
any amendments to applicable statutes, regulations and proposed regulations, or
changes in judicial or administrative rulings, some of which may have
retroactive effect. This discussion is provided for general information only,
and does not purport to address all aspects of the range of possible U.S.
federal income tax consequences of the Reverse Split and is not

-15-

intended as tax advice to any person. In particular, and without limiting the
foregoing, this discussion does not account for or consider the U.S. federal
income tax consequences to shareholders of Winter Sports in light of their
individual circumstances or to holders subject to special treatment under the
U.S. federal income tax laws (for example, life insurance companies, regulated
investment companies, and foreign taxpayers). This discussion does not discuss
any consequence of the Reverse Split under any state, local or foreign tax laws.

No ruling from the Internal Revenue Service or opinion of counsel will be
obtained regarding the U.S. federal income tax consequences to Winter Sports or
its shareholders in connection with the Reverse Split. Each shareholder is
encouraged to consult his or her tax adviser regarding the specific tax
consequences of the Reverse Split to such shareholder, including the application
and effect of federal, state, local and foreign taxes, and any other tax laws.

The board of directors believes that the Reverse Split will be a
"recapitalization" within the meaning of Section 368(a)(1)(E) of the Internal
Revenue Code of 1986, as amended (the "Code") and therefore a "reorganization"
within the meaning of Section 368(a)(1) of the Code (commonly referred to as a
"tax-free reorganization"). Accordingly, subject to the limitations and
qualifications referred to in this discussion, the qualification of the Reverse
Split as a reorganization generally will result in the following federal income
tax consequences:

o No gain, loss or deduction will be recognized by Winter Sports as a
result of the Reverse Split;

o No gain or loss will be recognized by shareholders of Winter Sports
upon the receipt of post-split shares in exchange for pre-split
shares;

o Each shareholder's aggregate adjusted basis in his or her post-split
shares will equal the shareholder's aggregate adjusted basis of his
or her pre-split shares exchanged, reduced by the adjusted basis
attributable to any fractional shares for which the shareholder
receives cash;

o For purposes of determining whether gain or loss on a subsequent
disposition of post-split shares is long-term or short-term, the
holding period of the post-split shares will include the holding
period of the pre-split shares;

o Subject to the provisions of Section 302 of the Code, any
shareholder whose interest in the corporation is completely
terminated in the Reverse Split will recognize capital gain or loss
in an amount equal to the difference between such shareholder's
adjusted basis in the pre-split shares and the cash proceeds
received in the Reverse Split. Such gain or loss will constitute
long-term capital gain or loss if the pre-split shares were capital
assets in the hands of the shareholder and the shareholder held them
for more than one year;

o Subject to the provisions of Section 302 of the Code, any
shareholder who receives both post-split shares and cash proceeds
for a fractional share in the Reverse Split will, subject to certain
potential limitations that depend upon his or her individual
circumstances, recognize gain or loss in an amount equal to the
difference between the cash proceeds received in the Reverse Split
and such shareholder's adjusted basis in the pre-split shares
exchanged for the fractional share, and such gain or loss generally
will constitute long-term capital gain or loss if the pre-split
shares were held as capital assets for more than one year.
Shareholders subject to limitations based upon their individual
circumstances may recognize ordinary dividend income in an amount
equal to the cash proceeds received in the Reverse Split. See
Revenue Rulings 76-385 and 81-289;

o Under the provisions of the recently-enacted Jobs and Growth Tax
Relief Reconciliation Act of 2003, long-term capital gains and
qualifying dividend income are generally taxed at the same rate,
generally a maximum of fifteen (15) percent; and

o Shareholders receiving cash for fractional shares will not be
subject to backup withholding or information reporting with respect
to the cash distributed.

OPINION OF FINANCIAL ADVISOR

On August 4, 2003, the board of directors of Winter Sports retained Willamette
Management Associates, Inc. to act as its financial advisor in connection with
the Reverse Split. At a meeting of the board of directors on September 18, 2003,
Willamette Management Associates rendered its oral opinion, subsequently
confirmed in writing on September 24, 2003, that as of such date, based upon and
subject to the assumptions, factors, and limitations set forth in Willamette
Management

-16-

Associates' written opinion and other factors it deemed relevant, the per share
cash consideration to be received by the holders of Winter Sports fractional
shares pursuant to the Reverse Split, referred to as the consideration, was fair
from a financial point of view to such holders. Willamette Management Associates
expressed no opinion as to the fairness of the consideration at any time prior
to the September 18, 2003 board meeting. No material limitations were imposed by
the board of directors with respect to the investigations made or procedures
followed by Willamette Management Associates in rendering its opinion.

While Willamette Management Associates acted as financial advisor to and
provided a fairness opinion to the board of directors, the decision to enter
into the Reverse Split and the selection of the consideration to be received by
the holders of fractional shares was made solely by the board of directors.
Willamette Management Associates' opinion along with the related presentation to
the board of directors was one of many factors taken into consideration by the
board of directors in making its decision to approve the Reverse Split. A
discussion of factors considered by the board of directors to approve the
Reverse Split is included under the heading "Background, Purpose, Structure and
Effect of the Reverse Split" on page 8. Willamette Management Associates was not
requested to and did not make any recommendation to the board of directors as to
the form of the Reverse Split or any alternative transaction. Willamette
Management Associates was not authorized to and did not solicit third party
indications of interest in acquiring all or any part of Winter Sports, or
investigate any alternative transactions that may be available to Winter Sports.

The full text of the written opinion of Willamette Management Associates dated
September 24, 2003, which sets forth the assumptions made, procedures followed,
matters considered, and limitations on the review undertaken in connection with
the opinion, is included as Annex B to this proxy statement. The summary of
Willamette Management Associates' opinion set forth below is qualified in its
entirety by reference to the full text of the opinion. Winter Sports' common
shareholders are urged read the opinion carefully and in its entirety.

In arriving at its opinion, Willamette Management Associates, among other
things, reviewed and considered:

o publicly available financial, operating, and business information of
Winter Sports;

o certain internal financial analyses and forecasts for Winter Sports
furnished by Winter Sports' management;

o certain publicly available securities and market data related to
Winter Sports; and

o financial and market data of selected public companies Willamette
Management Associates deemed comparable to Winter Sports and, to the
extent publicly available, financial terms of selected transactions
involving companies Willamette Management Associates deemed relevant
to Winter Sports;

In addition, on July 25, 2003, Willamette Management Associates met with Michael
Collins, Chief Executive Officer and Jami Phillips, Chief Financial Officer, to
discuss, among other matters, the past and current business operations,
financial condition, and future prospects of Winter Sports, as well as the
background and rationale for the Reverse Split. Willamette Management Associates
also conducted such other analyses and examinations and considered such other
information and financial, economic, and market criteria as it deemed
appropriate in arriving at its opinion.

For purposes of its opinion, Willamette Management Associates relied upon and
assumed the accuracy and completeness of all the financial, accounting, and
other information reviewed by it, and did not assume responsibility for the
independent verification of such information. In that regard, Willamette
Management Associates assumed, with the consent of the board of directors, that
the internal financial forecasts prepared by Winter Sports management were
reasonably prepared on a basis reflecting the best currently available estimates
and judgments of Winter Sports management. Willamette Management Associates
further relied upon the assurances of Winter Sports management that they were
not aware of any facts or circumstances that would make any information provided
to Willamette Management Associates, when considered in light of all of the
information provided to it , inaccurate or misleading. In addition, Willamette
Management Associates did not make, and was not provided with, any independent
evaluation or appraisal of specific assets and liabilities (including any
derivative or off-balance-sheet assets and liabilities) of Winter Sports.
Willamette Management Associates made no physical inspection of Winter Sports
assets or liabilities.

Willamette Management Associates analyzed Winter Sports as a going concern and
accordingly expressed no opinion as to its liquidation value. Liquidation value
is not an appropriate indicator of value for Winter Sports because (1) Winter
Sports is an operating company, (2) management has expressed to Willamette that
they have no intent to liquidate the assets of Winter Sports, and (3) Winter
Sports appears to be under no impending threat of insolvency or liquidation. The
opinion is based only on information available to Willamette Management
Associates and the financial, market, economic, and other conditions, facts, and
circumstances as they existed and were subject to evaluation on the date of its
opinion. Events occurring after that date could materially affect the
assumptions used by Willamette Management Associates in preparing its opinion.
Willamette

-17-

Management Associates assumed no responsibility to update or revise its opinion
based on circumstances or events occurring after the date of its opinion.

Willamette Management Associates provided its opinion for the information and
assistance of the board of directors in connection with its consideration of the
Reverse Split. The opinion is not a recommendation as to how any Winter Sports
common shareholder should vote with respect to the Reverse Split. The opinion
does not address the board of directors' underlying business decision to proceed
with the Reverse Split.

On September 18, 2003, Willamette Management Associates made a presentation to
the board of directors regarding the opinion described above. A complete copy of
Willamette Management Associates' presentation is included as Annex C to this
proxy statement. The following is a summary of the material financial analyses
included in Willamette Management Associates' presentation, the following
summary, however, does not purport to be a complete description of the financial
analyses performed by Willamette Management Associates. In addition, the order
of analyses described below does not represent relative importance or weight
given to those analyses by Willamette Management Associates. Some of the
summaries of the financial analyses include information presented in tabular
format. The tables must be read together with the full text of each summary and
are alone not a complete description of Willamette Management Associates'
financial analyses. Except as otherwise noted, the following quantitative
information, to the extent that it is based on market data, is based on market
data as it existed on the last trading day prior to its presentation to the
board of directors (September 17, 2003), and is not necessarily indicative of
current market conditions. For certain calculations, Willamette Management
Associates used the market price for Winter Sports' common stock on September 9,
2003, the last trading day prior to the board's adoption of the resolution to
effect the Reverse Stock Split, referred to as the unaffected market bid price.

Key Observations

Willamette Management Associates noted the following observations regarding
Winter Sports' financial and market performance:

o Over the last five years, revenues have declined at an average rate
of approximately 5% per year

o EBITDA margins have varied widely, ranging from a low of 9.1% (2003)
to a high of 35.9% (2002)

o Leverage is relatively modest, with debt comprising approximately
37% of total assets

o Revenues and operating income are each projected to remain
essentially flat over the next five years

o Winter Sports' common shares are illiquid and quoted market prices
may not be a reliable indicator of value:

o The shares are not listed on any stock exchange

o Only 1,000 shares have traded since May 20, 2003

o No shares traded between May 20 and September 9, 2003

Implied Value of Winter Sports

Giving effect to the consideration to be received by the holders of fractional
shares, Willamette Management Associates calculated for Winter Sports the
implied equity value and implied enterprise value, as well as certain valuation
multiples equal to the quotient of enterprise value and selected operating data,
such as revenues; earnings before interest and taxes, or EBIT, earnings before
interest, taxes, depreciation, and amortization, or EBITDA; and tangible book
value of invested capital, or TBVIC. Enterprise value was calculated as the sum
of the market values of:

o all outstanding shares of common stock, on a fully diluted basis;
plus

o all outstanding indebtedness as of the latest available financial
statement; plus

o all outstanding preferred stock as of the latest available financial
statement.

-18-

The following table presents the results of Willamette Management Associates'
analysis:

Consideration Per Share...................................................$17.50
Premium to Unaffected Market Price (on September 9, 2003)..................34.6%
Implied Equity Value...............................................$17.3 million
Implied Enterprise Value...........................................$26.0 million
Implied Enterprise Value/EBIT:
Average (Fiscal 1999 - 2003).............................................23.5x
Implied Enterprise Value/EBITDA:
Projected Fiscal 2004.....................................................4.4x
Average..................................................................10.0x
Implied Enterprise Value/Revenues:
Average...................................................................2.0x
Implied Enterprise Value/TBVIC:
May 31, 2003..............................................................2.3x

Historical Stock Trading Analysis

Willamette Management Associates reviewed certain market and stock trading
information concerning Winter Sports, including the following:

Closing Stock Price (Bid Price)...........................................$14.50
Bid-Ask Spread...................................................$13.00 - $14.50
Market capitalization..............................................$14.3 million
3-Month High and Low Stock Price.................................$13.00 - $14.50
6-Month High and Low Stock Price..................................$8.00 - $14.50
12-Month High and Low Stock Price.................................$8.00 - $16.50
3-Month Volume of Shares Traded............................................1,000
6-Month Volume of Shares Traded............................................8,400
12-Month Volume of Shares Traded..........................................41,900
3-Month Volume Weighted Stock Price.......................................$13.30
6-Month Volume Weighted Stock Price.......................................$12.89
12-Month Volume Weighted Stock Price......................................$13.90

Because Winter Sports common shares are not listed on any exchange (such as the
New York Stock Exchange or the Nasdaq national market) and have a relatively low
trading volume, Willamette Management Associates informed the board of directors
that the recently quoted market prices presented above may not represent a
reliable value for the Winter Sports common shares. However, Willamette
Management Associates' analysis indicated that the consideration to be received
by fractional shareholders represented:

o a premium of 34.6% based on the unaffected market bid price
(September 9, 2003) of $13.00 per share;

o a premium of 31.3% based on the one-month average market price of
$13.33 per share;

o a premium of 33.4% based on the three-month average market price of
$13.11 per share;

o a premium of 40.9% based on the six-month average market price of
$12.42 per share;

o a premium of 41.6% based on the 12-month average market price of
$12.36 per share;

o a premium of 118.8% based on the 52-week low market price of $8.00
per share;

o a premium of 6.1% based on the 52-week high market price of $16.50
per share;

o a discount of 16.7% based on the five-year high market price of
$21.00 per share; and

o a discount of 25.5% based on the all-time high market price of
$23.50 per share.

Selected Public Company Analysis

Willamette Management Associates reviewed certain financial information for
Winter Sports and compared such information to the corresponding financial
information, ratios, and public market multiples for the following publicly
traded companies:

-19-

o American Skiing, Inc.

o Intrawest Corp.,

o Vail Resorts, Inc.

Although none of the selected companies is directly comparable to Winter Sports,
the companies included were selected because they are publicly traded companies
operating primarily in the ski resort industry. For each of these selected
companies, Willamette Management Associates calculated valuation multiples equal
to the quotient of enterprise value and selected operating data and compared
these valuation multiples with the implied transaction valuation multiples. The
following data is based on Willamette Management Associates' selected company
analysis:

Range of Public Company Multiples Transaction
--------------------------------- Consideration
Low High Mean Median Multiples
--- ---- ---- ------ ---------

Enterprise Value/EBIT:
Average (Fiscal 1999 through 2003)............... 17.1x 19.6x 18.4X 18.4x 23.5x
Enterprise Value/EBITDA:
Projected Fiscal 2004............................ 6.9x 8.3x 7.6X 7.6X 4.4x
Average.......................................... 8.8x 15.1x 11.7X 11.3x 10.0x
Enterprise Value/Revenues:
Average.......................................... 1.8x 2.2x 1.9X 1.9X 2.0x
Enterprise Value/TBVIC:
May 31, 2003..................................... 1.0x 5.6x 2.6x 1.2X 2.3x

Willamette Management Associates noted that the transaction consideration
multiples were comparable to or above the range of public company multiples
derived from its selected public company analysis.

Selected Transactions Analysis

Willamette Management Associates analyzed certain publicly available information
relating to the following selected transaction:

o Vail Resorts, Inc./Heavenly Ski Resort (May 2002)

Although the selected transaction is not directly comparable to Winter Sports,
the transaction was selected because its involves a recent transaction with
sufficient publicly available information and a target company operating
primarily in the ski resort industry. For the selected transaction, Willamette
Management Associates calculated valuation multiples equal to the quotient of
enterprise value or market value of equity and selected operating data and
compared these valuation multiples with the implied transaction valuation
multiples. The following data is based on Willamette Management Associates'
selected transactions analysis:

Heavenly Transaction
Transaction Consideration
Multiples Multiples
--------- ---------

Enterprise Value/EBITDA:
Latest Twelve Months.................................................... 7.1x 27.7x
Average (Fiscal Years 2000 - 2004)...................................... -- 7.3x
Enterprise Value/Revenues
Latest Twelve Months.................................................... 1.9x 2.5x
Average................................................................. -- 1.9x

Willamette Management Associates noted that the transaction consideration
multiples were comparable to or above the range of public company multiples
derived from its selected transactions analysis.

-20-

Discounted Cash Flow Analysis

Willamette Management Associates performed a discounted cash flow analysis using
projections and assumptions regarding the future results of operations of Winter
Sports that were prepared by Winter Sports management. Willamette Management
Associates calculated an implied net present value of net free cash flows for
Winter Sports for the September 2003 through fiscal 2008 period using discount
rates ranging from 12.0% to 14.0% based on weighted average cost of capital
calculations, quantitative and qualitative assessments of the projections, and
relevant valuation expertise. Willamette Management Associates calculated a
range of implied values per common share using Winter Sports management's
projections and implied terminal value indications in the year 2008 based on
reasonable multiples of EBITDA and discounting these terminal values to an
implied present value using discount rates ranging from 12.0% to 14.0%. The
discounted cash flow analysis resulted in a range of estimated values of $10.20
to $14.90 per common share of Winter Sports. Willamette Management Associates
noted that the Reverse Split consideration of $17.50 per share is above the
range of per share values indicated by its discounted cash flow analysis.

Transaction Premiums Analysis

Willamette Management Associates reviewed certain publicly available data
regarding price premiums paid in selected "going private" transactions
structured as reverse stock splits occurring between January 2000 and June 30,
2003. To augment this data, Willamette Management Associates also reviewed
certain data compiled by Factset Mergerstat regarding price premiums paid in
selected corporate transactions structured as mergers or acquisitions occurring
in 2002 and the first half of 2003. For purposes of this analysis, price
premiums were determined as the percentage difference between the price paid for
the target company common stock and the reported market price of the target
company common stock prior to announcement of the transaction.

The table below provides the median price premiums for each category of
identified transactions:

Median Price Premiums
---------------------
First Half
Of 2003 2002
------- ----

All Transactions............................................................ 32.6% 34.4%
Leisure & Entertainment Industry [a]........................................ 31.6% 59.6%
Transaction Value Between $0 to $25 Million................................. 38.8% 49.4%
Going Private Transactions:
Traditional Buyouts....................................................... 33.9% 40.0%
Reverse Stock Splits [b].................................................. 39.5% --

- ----------
a. Average premiums

b. Transactions occurring since January 2000

Willamette Management Associates noted that for the proposed Reverse Split, the
premium to the unaffected market (bid) price (on September 9, 2003) of Winter
Sports common shares is 34.6%, which is comparable to the median price premiums
indicated by its transaction premiums analysis.

The preceding discussion is a summary of the material financial analyses
furnished by Willamette Management Associates to the board of directors, it does
not purport to be a complete description of the analyses performed by Willamette
Management Associates or its presentation to the board of directors. The
preparation of a fairness opinion is a complex process involving subjective
judgments and is not necessarily susceptible to partial analysis or summary
description. Willamette Management Associates made no attempt to assign specific
weights to particular analyses or factors considered, but rather made
qualitative judgments as to the significance and relevance of all the analyses
and factors considered and determined to give its fairness opinion as described
above. Accordingly, Willamette Management Associates believes that its analyses,
and the summary set forth above, must be considered as a whole, and that
selecting portions of the analyses or the summary without considering the
analyses as a whole, could create an incomplete view of the processes underlying
Willamette Management Associates' opinion.

With regard to the selected public companies and selected transactions analyses
summarized above, Willamette Management Associates selected public companies and
transactions on the basis of various factors, including similarity of the line
of business of Winter Sports; however, no company used in these analyses is
identical to Winter Sports and no transaction is identical to the Reverse Split.
As a result, these analyses are not purely mathematical, but also take into
account differences in financial and

-21-

operating characteristics of the selected companies and transactions and other
factors that could affect the transaction or public trading value of the
selected companies and transactions to which Winter Sports is being compared.

In its analyses, Willamette Management Associates made numerous assumptions with
respect to Winter Sports, industry performance, general business, economic,
market and financial conditions, and other matters, many of which are beyond the
control of Winter Sports. Any estimates contained in Willamette Management
Associates' analyses are not necessarily indicative of actual values or
predictive of future results or values, which may be significantly more or less
favorable than those suggested by these analyses. Willamette Management
Associates prepared its analyses solely for purposes of providing its opinion to
the board of directors. The analyses do not purport to be appraisals or to
necessarily reflect the prices at which businesses or securities actually may be
sold. Analyses based upon forecasts of future results are not necessarily
indicative of actual future results, which may be significantly more or less
favorable than suggested by these analyses. Because these analyses are
inherently subject to uncertainty, being based upon numerous factors or events
beyond the control of the parties or their respective advisors, Willamette
Management Associates assumes no responsibility if future results are materially
different from those estimates.

Willamette Management Associates is regularly engaged in performing financial
analyses with respect to businesses and their securities in connection with
mergers and acquisitions, employee stock ownership plan transactions, leveraged
buyouts, restructurings, and valuations for estate, corporate, and other
purposes. Willamette Management Associates is independent of Winter Sports.
Willamette Management Associates was selected by the board of directors based,
among other things, on Willamette Management Associates' valuation and financial
advisory experience, reputation, and familiarity with Winter Sports. Neither
Willamette Management Associates nor any of its employees involved in the
preparation of the opinion has a present or intended future financial interest
in Winter Sports.

Pursuant to the terms of Willamette Management Associates' engagement letter
with the board of directors, dated August 4, 2003, Winter Sports will pay
Willamette Management Associates a fee of $65,000 in connection with its
opinion, which fee is not contingent on the results of its analysis or the
completion of the Reverse Split. In addition, Winter Sports has agreed to
reimburse Willamette Management Associates for its reasonable expenses,
including attorneys' fees and disbursements, and to indemnify Willamette
Management Associates and related persons against various liabilities, including
certain liabilities under the federal securities laws. Neither Winter Sports or
the board of directors has paid any other fees to Willamette Management
Associates in the last two years. However, Willamette Management Associates
provided certain valuation advisory services to Winter Sports in November 1993
and October 1998.

CERTAIN PROJECTIONS

The Company does not as a matter of course make public forecasts as to future
operations, but management did prepare certain projections in August, 2003 which
it provided to Willamette in connection with their fairness opinion. The
projections set forth below are included in this proxy statement solely because
such information was provided by management to Willamette in August, 2003 and
was used in connection with Willamette's September 24, 2003 fairness opinion and
related presentation to the board of directors. See "Opinion of Financial
Advisor."

THE PROJECTIONS SET FORTH BELOW WERE NOT PREPARED BY THE COMPANY WITH A VIEW TO
PUBLIC DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE SEC OR THE
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROSPECTIVE
FINANCIAL INFORMATION, NOR WAS THE INFORMATION PREPARED WITH THE ASSISTANCE OF
OR REVIEWED, COMPILED OR EXAMINED BY, THE COMPANY'S INDEPENDENT ACCOUNTANTS. THE
PROJECTIONS REFLECT NUMEROUS ASSUMPTIONS, ALL MADE BY MANAGEMENT OF THE COMPANY,
WITH RESPECT TO INDUSTRY PERFORMANCE, GENERAL BUSINESS, ECONOMIC, MARKET AND
FINANCIAL CONDITIONS AND OTHER MATTERS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE
TO PREDICT AND MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. ACCORDINGLY,
THERE CAN BE NO ASSURANCE THAT THE ASSUMPTIONS MADE IN PREPARING THE PROJECTIONS
SET FORTH BELOW WILL PROVE ACCURATE, AND ACTUAL RESULTS MAY BE MATERIALLY
GREATER OR LESS THAN THOSE CONTAINED IN THE PROJECTIONS SET FORTH BELOW. THE
INCLUSION OF THE PROJECTIONS IN THIS PROXY STATEMENT SHOULD NOT BE REGARDED AS
AN INDICATION THAT THE COMPANY OR ANY OF ITS RESPECTIVE FINANCIAL ADVISORS OR
OTHER REPRESENTATIVES, OR ITS OFFICERS AND DIRECTORS, CONSIDER SUCH INFORMATION
TO BE AN ACCURATE PREDICTION OF FUTURE EVENTS OR NECESSARILY ACHIEVABLE. IN
LIGHT OF THE UNCERTAINTIES INHERENT IN FORWARD LOOKING INFORMATION OF ANY KIND,
WE CAUTION AGAINST UNDUE RELIANCE ON SUCH INFORMATION. WE DO NOT INTEND TO
UPDATE SUCH PROJECTIONS.

-22-

Projected Years Ending May 31:
(Dollars in thousands) 2004 2005 2006 2007 2008

Resort Revenues $13,787 $13,787 $13,787 $13,787 $13,787

Cost of Goods Sold 2,799 2,799 2,799 2,799 2,799
------------------------------------------------------
Gross Margin 10,988 10,988 10,988 10,988 10,988

Operating Expenses 10,832 10,828 10,752 10,765 10,777
------------------------------------------------------
Operating Income 156 160 236 223 211

Other Income:
Land Sales 3,383 2,820 3,395 2,860 3,395
Income from Big Mountain Water Co. 1 1 1 1 1
Income from Big Mountain Development Corporation 479 641 655 641 655
------------------------------------------------------
Total Other Income 3,863 3,462 4,051 3,502 4,051
------------------------------------------------------

Pretax Income 4,019 3,622 4,287 3,725 4,262
Income Tax (1,608) (1,449) (1,715) (1,490) (1,705)
------------------------------------------------------
Net Income 2,411 2,173 2,572 2,235 2,557
======================================================

The following are material assumptions used in the Company's preparation
of the foregoing projections and other relevant information:

(1) Resort revenue projections are based on 260,000 skier visits and
45,000 summer lift riders. Both of these numbers represent the average over the
last 13 years, not adjusted for air service, the Canadian exchange rate, or
other issues affecting travel. Although winter skier visits or summer lift
riders do not reflect all of the visitors the resort experiences (i.e., a member
of the family may not ski, but they may shop at the retail stores or eat at the
restaurants), management believe this is a common measure used in the industry
for comparison and budgeting purposes.

(2) The foregoing projections are based on the assumption that the resort
would open during the latter part of December. Big Mountain Resort does have
snowmaking in place so that beginner and intermediate runs will be available
before that if temperatures allow. The combination of good snowmaking and
natural snow will help provide a good base in the early season, which in turn
helps the latter part of the season. The resort generally opens, pending
conditions, on Thanksgiving Day each year.

(3) Approximately half of our skier visitation, or 130,000 skier visits,
are generated from season pass holders; the others (130,000) are assumed to be
day or multi-day ticket holders. The overall revenue projected from day or
multi-day ticket holders is based on revenue per rider. This includes retail,
rental, ski school, and lessee revenue. Big Mountain sells early season passes
from April to mid-May for the following winter season at a discounted rate. At
the time of sale, the revenue is recorded as deferred on the balance sheet. As
the skier visits the resort, a percentage of the revenue is recognized as the
pass is scanned.

(4) Management projected expenses to remain relatively flat with a 3%-5%
increase. The projections above were based on the assumption that the reverse
split would be concluded by December 2003.

(5) Management projected 18 single family homesite sales each year and 12
town home sales each year. These numbers are dependent on economic conditions,
timing into the market and the continued involvement of Hines Resorts under the
terms of the Master Development Agreement. We also projected a condominium
project every other year, based on the construction cycle of Morning Eagle
Condominium. This revenue will be received by Big Mountain Development
Corporation.

RISK FACTORS

Some of the material contained in this proxy statement is "forward looking
information." Forward looking information discussed in this proxy statement
includes management's plans and objectives for effecting the Reverse Split and
the benefits we expect to derive from that transaction. Predictions of future
events are inherently uncertain, and you should not construe these statements as
promises of anticipated courses of action or as assurances of expected outcomes.
Many of the forward looking statements in this proxy statement can be identified
by the use of future-tense or predictive verbs such as "will," "are expected
to," "should," "may" and words of like meaning or implication. A number of
factors that are beyond management's control may cause us to deviate from our
expectations as stated herein, and we may be unable to attain the desired
results. Some of the factors that could cause us to deviate from our plans or to
vary from our expectations are set forth in this section, but

-23-

given the unpredictability of future economic, business and operational events,
and the wide variety of factors that could affect those events, you should not
assume this list is complete. Moreover, management cannot undertake to update
these factors and will not provide subsequent guidance about such matters unless
required by the Exchange Act.

Risks Associated With Remaining A Shareholder

We may not realize the intended benefits from the Reverse Split.

We are proposing the Reverse Split for your consideration and vote with the
primary goal of reducing administrative costs that consist of legal and
accounting fees associated with our Exchange Act filings and mailings and
related costs associated with communicating with large numbers of shareholders
and in freeing substantial management time and attention that is currently
devoted to Exchange Act compliance. We will not effect the Reverse Split, even
if the shareholders approve that proposal, unless management determines that the
Reverse Split would reduce the number of record shareholders to fewer than 300,
but even if we do conclude the Reverse Split, we may face unanticipated
administrative or other expenses that equal or exceed the amount of the expected
savings.

The lack of liquidity for shares of our common stock following the Effective
Time may adversely affect the value of our shares.

Following the Reverse Split, we expect to have fewer than 300 shareholders. If
that occurs, we are entitled to, and we intend to de-register our common stock
under the Exchange Act. Once we de-register our common stock, our shares will no
longer be traded on the OTC and we will no longer file reports with the SEC. As
a result, there will be no effective public trading market for our shares and
shareholders desiring to sell their shares may find it difficult or impossible
to find a buyer for their shares. This lack of liquidity will adversely affect
your ability to sell your shares and may reduce the price a buyer, if any, is
willing to pay for the shares.

We do not intend to pay cash dividends or make other distributions to our
shareholders in the foreseeable future.

We have not paid cash dividends on our common stock during the last 20 years and
we do not intend to do so in the foreseeable future. Unless and until we declare
and pay dividends, shareholders will not receive any distribution with respect
to their shares.

Continuing shareholders will remain subject to the operational and other risks
facing Winter Sports, and those risks, if realized, could reduce the value of
their shares of common stock.

Following the Reverse Split, we will continue to face many of the same business,
financial and operational risks we have faced in the past and that have been
described in our annual report. There is no guarantee that we will be able to
adequately address these risks and the value of your shares may never reach
$17.50 or more per share.

Risks Associated with Not Being A Shareholder

Shareholders who are cashed out will forfeit the opportunity to participate in
any future growth in the value of their shares.

Shareholders who are cashed out in the Reverse Split will no longer be
shareholders in Winter Sports (unless they subsequently acquire shares from
other shareholders after the Effective Time) and thus will no longer participate
in any growth in the value of their shares that may occur in the future. It is
possible that the value of our shares could exceed $17.50 per share.

CERTAIN EFFECTS OF THE REVERSE SPLIT

The Reverse Split constitutes a "going private" transaction under the U.S.
securities laws. If there are fewer than 300 shareholders following the Reverse
Split transaction, Winter Sports intends to file a notice of termination of
registration with the Securities and Exchange Commission. As a result, our stock
will no longer be publicly traded or quoted on the OTC, we will no longer be
required to file periodic and other reports with the Securities and Exchange
Commission, and we will formally terminate our reporting obligations under the
Exchange Act.

-24-

EXCHANGE OF STOCK CERTIFICATES

It is currently anticipated that [Exchange Agent] will serve as exchange agent
to receive stock certificates of Winter Sports and to send cash payments to our
shareholders entitled to receive them. Promptly following the effective date of
the Reverse Split, the exchange agent will send a letter of transmittal to each
affected shareholder, which will describe the procedures for surrendering stock
certificate(s) in exchange for the cash consideration along with instructions
for replacement of lost stock certificates. Upon receipt of the certificate(s)
and properly completed letters of transmittal, the exchange agent will make the
appropriate cash payment within approximately 20 business days. No interest will
accrue on the cash consideration.

Please do not send in any stock certificates at this time.

EFFECTIVE TIME

The effective time of the Reverse Split will occur when the Secretary of State
of the State of Montana accepts for filing the amendment to the Articles of
Incorporation of Winter Sports, as amended.

REGULATORY APPROVALS

Winter Sports is not aware of any material governmental or regulatory approval
required for completion of the transaction, other than compliance with the
relevant federal and state securities laws and the corporate laws of Montana.

ESCHEAT LAWS

The unclaimed property and escheat laws of each state provide that under
circumstances defined in that state's statutes, holders of unclaimed or
abandoned property must surrender that property to the state. Persons whose
shares are eliminated and whose addresses are unknown to Winter Sports, or who
do not return their stock certificates and request payment therefor, generally
will have a period of years from the Effective Time in which to claim the cash
payment payable to them. For example, with respect to shareholders whose last
known addresses are in Montana, as shown by the records of Winter Sports, the
period is five years. Following the expiration of that five-year period, the
Uniform Unclaimed Property Act of Montana would likely cause the cash payments
to escheat to the State of Montana. For shareholders who reside in other states
or whose last known addresses, as shown by the records of Winter Sports, are in
states other than Montana, such states may have abandoned property laws which
call for such state to obtain either (i) custodial possession of property that
has been unclaimed until the owner reclaims it; or (ii) escheat of such property
to the state. Under the laws of such other jurisdictions, the "holding period"
or the time period which must elapse before the property is deemed to be
abandoned may be shorter or longer than five years. If Winter Sports does not
have an address for the holder of record of the shares, then unclaimed cash-out
payments would be turned over to its state of incorporation, the state of
Montana, in accordance with its escheat laws.

DISSENTERS' OR APPRAISAL RIGHTS

Any Cashed-Out Shareholder of Winter Sports may, as an alternative to receiving
a consideration specified in this proxy statement, dissent from the Reverse
Split and obtain payment of the fair value of such shareholder's shares of
common stock pursuant to Sections 35-1-826 through 35-1-839 of the Montana
Business Code Annotated ("MCA"). The following is a summary of the rights of
Winter Sports' shareholders who dissent from the Reverse Split. It does not
purport to be complete and is qualified in its entirety by reference to Sections
35-1-826 through 35-1-839 of the MCA, a copy of which is attached as Annex C to
this proxy statement.

To exercise these rights, you must:

o deliver to Winter Sports, at any time before the _____________, 2003
vote concerning the Reverse Split, written notice of your intent to
demand payment for your shares if the Reverse Split is effected; and

o you must not vote in favor of the Reverse Split.

If you fail to deliver the notice on time or if you vote in favor of the Reverse
Split, you will not have any dissenters' rights. If you sign, date and mail your
proxy card without indicating how you want to vote, your proxy will be counted
as a vote in favor of the Reverse Split, which also will have the effect of
waiving your dissenters' rights.

-25-

If the Reverse Split is approved by the required vote, Winter Sports is required
to deliver a written dissenters' notice to all shareholders who gave a timely
notice of intent to demand payment and who did not vote in favor of the Reverse
Split. The notice must be sent by Winter Sports no later than 10 days after the
Reverse Split is approved and must:

o state where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;

o inform shareholders of uncertificated shares to what extent transfer
of the shares will be restricted after the payment is received;

o supply a form for demanding payment that includes the date of the
first announcement to the news media or to shareholders of the terms
of the proposed corporate action and that requires the person
asserting dissenters' rights to certify whether or not such
shareholder acquired beneficial ownership of the shares before that
date;

o set a date by which Winter Sports must receive the payment demand,
which may not be fewer than 30 nor more than 60 days after the date
the required dissenters' notice is delivered; and

o be accompanied by a copy of Sections 35-1-826 through 35-1-839 of
the MCA.

If you exercise dissenters' rights, once you receive a written dissenters'
notice as described above, you must within the time set forth in the dissenters'
notice:

o demand payment;

o certify whether you acquired beneficial ownership of your shares for
which dissenters' rights are demanded before the date set forth in
the dissenters' notice; and

o deposit your certificates in accordance with the terms of the
dissenters' notice.

A shareholder who does not demand payment or deposit certificates where and when
required is not entitled to payment for such shareholder's shares under the
dissenters' rights statutes. A shareholder who timely demands payment and
deposits his certificates as requested by the dissenters' notice retains all
other rights of a shareholder until such rights are canceled by the consummation
of the Reverse Split. Winter Sports may restrict the transfer of uncertificated
shares from the date of the demand for payment until the Reverse Split is
consummated; however, the holder of uncertificated shares retains all other
rights of a shareholder until those rights are canceled by the consummation of
the Reverse Split.

Except as provided in the following paragraph, as soon as the Reverse Split is
effectuated or upon receipt of the demand for payment, Winter Sports must pay
each dissenter who complied with the foregoing requirements the amount Winter
Sports estimates to be the fair value of the dissenters' shares plus accrued
interest. The payment must be accompanied by certain financial information
concerning Winter Sports, a statement of Winter Sports' estimate of the fair
value of the shares, an explanation of how the interest was calculated, a
statement of the dissenter's right to demand payment if the dissenter is
dissatisfied with the payment offer, and a copy of Sections 35-1-826 through
35-1-839 of the MCA.

If the Reverse Split does not occur within 60 days after the date set in the
dissenters' notice for demanding payment and depositing certificates, Winter
Sports must return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares. Notwithstanding the foregoing,
Winter Sports may elect to withhold payment from any dissenter with respect to
shares of which the dissenter or the person on whose behalf the dissenter acts
was not the beneficial owner before ______________, 2003, the date of the first
announcement to the news media of the terms of the Reverse Split. If Winter
Sports elects to withhold such payments, after the consummation of the Reverse
Split, Winter Sports must estimate the fair value of the shares plus accrued
interest and pay this amount to each dissenter who agrees to accept it in full
satisfaction of his demand. Winter Sports must send with its offer a statement
of its estimate of fair value of the shares, an explanation of how interest was
calculated and a statement of the dissenter's right to demand payment if he is
dissatisfied with the offer.

A dissenter may notify Winter Sports in writing of the dissenter's own estimate
of the fair value of the dissenter's shares and the amount of interest due with
respect thereto and may demand payment of the dissenter's estimate, less any
previous payment, or reject Winter Sports' offer and demand payment of the fair
value of the dissenter's shares and the interest due if (i) the dissenter
believes that the amount paid or offered is less than the fair value of the
dissenter's shares or that the interest due is incorrectly

-26-

calculated, (ii) Winter Sports fails to make payment within 60 days after the
date set for demanding payment, or (iii) Winter Sports fails to effectuate the
Reverse Split and does not return the deposited certificates or release the
transfer restrictions on uncertificated shares within 60 days after the date set
for demanding payment. A dissenter waives the right to demand payment of the
dissenter's own estimate of the fair value of the dissenter's shares or of the
fair value of the dissenter's shares unless the dissenter notifies Winter Sports
of his demand in writing within 30 days after Winter Sports made or offered
payment for the dissenter's shares.

Within 60 days after any such subsequent demand is submitted by a shareholder,
if such demand remains unsettled, Winter Sports is required to file in an
appropriate court in Montana, a petition to determine the fair value of the
shares and accrued interest. If Winter Sports does not commence the proceeding
within the 60-day period, it is to pay each dissenter whose demand remains
unsettled the amount demanded. The court may appoint an appraiser to assist in
determining the fair value of the shares. Each dissenter made a party to the
proceeding is entitled to judgment for the amount, if any, by which the court
finds the fair value of the dissenter's shares plus interest exceeds the amount
paid by Winter Sports or for the fair value plus accrued interest of his
after-acquired shares for which Winter Sports elected to withhold payment. The
costs of any such court proceedings (including the compensation and expenses of
any appraiser appointed by the court) will be assessed against Winter Sports
except that the court may assess any part of those costs as an expense against
all or some dissenters who are parties to the proceeding and whose action in
demanding a payment in addition to that offered by Winter Sports the court finds
to be arbitrary, vexatious or not in good faith. The court may also assess the
fees and expenses of counsel and experts for the respective parties, in amounts
the court finds equitable, (1) against Winter Sports and in favor of any or all
dissenters if the court finds that Winter Sports failed to comply substantially
with the dissenters' rights statutory requirements or (2) against either Winter
Sports or a dissenter, in favor of any other party, if the court finds that the
party against whom the fees and expenses are assessed acted arbitrarily,
vexatiously or not in good faith. If the court finds that the services of
counsel for any dissenter were of substantial benefit to other dissenters
similarly situated and should not be assessed against Winter Sports, it may
award to the counsel reasonable fees to be paid out of the amount awarded to the
dissenters who were benefited.

Winter Sports shareholders considering exercising dissenters' rights should bear
in mind that the fair value of their shares determined under Sections 35-1-826
through 35-1-839 could be more than, the same as or less than the value of the
consideration they will receive pursuant to the Reverse Split if they do not
exercise dissenters' rights.

Any shareholder contemplating the exercise of dissenters' rights is urged to
review the full text of the dissenters' rights statutes, Sections 35-1-826
through 35-1-839 of the MCA. The procedures set forth in the dissenters' rights
statutes must be followed exactly or dissenters' rights may be lost.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT OF
WINTER SPORTS' ARTICLES OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK
SPLIT OF WINTER SPORTS' COMMON STOCK

-27-

ITEM 2 - ELECTION OF DIRECTORS

Our Articles of Incorporation and Bylaws provide for a board of directors
comprised of nine persons, each of whom is to be elected at the annual
shareholder meeting and serves a one year term or until his or her successor is
elected and qualified. Under our Articles of Incorporation, shareholders are
entitled to cumulate votes for election to the board of directors as further
described below.

Information About Directors and Nominees for Election

Each of the nominees listed below is a current director of Winter Sports. The
names and ages of the nominees, the years they became directors, their principal
occupations for the past five years and certain other information are as
follows:

Charles R. Abell, age 64, has been a director since 1992. He has been
president/CEO of the Whitefish Credit Union, Whitefish, Montana since 1967 and
is a Whitefish native. He is a business graduate of the University of Montana
with emphasis on marketing and finance. Mr. Abell is a past member of the
Whitefish City-County Planning Board, Flathead Basin Commission and Lakeshore
Preservation Committee. He is past chairman of the Whitefish School Board, North
Valley Hospital Board and Rotary Club president. He is a member of the Resort
Tax Oversight Committee, the North Valley Toastmasters, and a director of Big
Mountain Development Corporation.

Jerome T. Broussard, age 62, has been a director since 2000. Mr. Broussard is
president of Broussard Holding Company, a private investment firm, and was
president of Columbia Falls Aluminum Company in Columbia Falls, Montana from
1985 until 1993. Mr. Broussard serves on the Business Council of Tulane
University and the President's Council of Colorado School of Mines.

Brian T. (Tim) Grattan, age 65, has been a director since 1981. He has owned and
managed a real estate development company in Whitefish, Montana since 1971, and
is the developer and a general partner of Grouse Mountain Lodge in Whitefish. He
is a director of the Glacier Park International Airport Board and is a director
of Big Mountain Development Corporation. Mr. Grattan is past chairman of the
board of the Montana Chamber of Commerce and was formerly general manager of Big
Mountain Sewer District.

Dennis L. Green, age 56, has been a director since 1986, is Chair of the Board
of Directors, and is currently consulting as Acting Chief Executive Officer. He
has been the president of Dasen Company and Flathead County Title Company since
1986, and president and general manager of Budget Finance since 1975. He is past
chapter chairman of the Northwest Chapter of the American Red Cross. Mr. Green
is the past vice chair and current chairman of the board of directors of the
American Red Cross Blood Services - Louis and Clark Region - Idaho, Montana and
Utah, a member of the board of directors of Flathead Industries, president of
the Montana Consumer Finance Association and is a director and vice president of
Big Mountain Development Corporation. Mr. Green is past president of Evergreen
Bancorporation and a former director of First National Bank of Whitefish and
First National Bank of Eureka.

Charles P. Grenier, age 54, has been a director since 1997. He was the executive
vice president of Plum Creek Timber Company, Inc. of Columbia Falls, Montana
from 1994 until 2000 and served as a director from 1995 to 2000. Mr. Grenier is
a board member of The Montana Nature Conservancy and Jobs Now. Mr. Grenier
formerly served on the board of the University of Montana Foundation, the APA,
The Engineered Wood Association, and the Montana Nature Conservancy.

Jerry J. James, age 56, has been a director since 1997. He is a senior vice
president for Flathead Bank Holding Company of Bigfork, Montana which owns banks
in Bigfork, Lakeside, Belgrade and Ennis, Montana. He served as the president of
the Kalispell Bank of First Interstate Bancsystem of Montana, Inc. from 1992
until his resignation in August, 2000. He served as executive vice president of
First Interstate Bank of Wyoming from 1985 until 1992. Mr. James serves as a
board member for Flathead Bank Holding Company, Flathead Bank of Bigfork, Valley
Bank of Belgrade and Valley Bank of Ennis. He is a past board member of the
Montana Bankers Association, Big Brothers/Sisters, the Whitefish Rotary Club,
Flathead Education Association, the Northwest Chapter of the American Red Cross,
the Kalispell Development Corporation, and Jobs Now.

Michael T. Jenson, age 56, has been a director since 1995. He has been the owner
of the Whitefish Gallery and Jenson Studio in Whitefish, Montana, for 27 years
and is a member of the Whitefish Community Foundation. Mr. Jenson previously
served as the Mayor of the City of Whitefish, as a member of the board of
directors of Flathead Valley Community College, and is a past member of the
Whitefish City-County Planning Board.

-28-

Darrel R. (Bill) Martin, age 79, has been a director since 1957. He is the
president of Manions, a lease and rental company in Kalispell, Montana. He
previously served as executive director of Flathead Convention and Visitors
Association, as president and chairman of Winter Sports, Inc. and as a director
of Glacier Bancorp, Inc., a bank holding company, and Glacier Bank, its
operating bank subsidiary. Mr. Martin also serves as a director of Big Mountain
Development Corporation.

Michael J. Muldown, age 58, has been a director since 1993. He is employed in
real estate sales with Coldwell Banker - Wachholz and Company. Mr. Muldown
previously owned an independent insurance agency in Whitefish, Montana after
retiring from Allstate Insurance Company in November, 2000. He is a Whitefish
native, a former ski patrolman and an avid skier.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
THE ABOVE NOMINEES AS DIRECTORS OF WINTER SPORTS

Cumulative Voting; Use of Proxies

In voting for directors, a shareholder is entitled to nine votes for each share
of common stock held. A shareholder may cast votes evenly for all directors, may
accumulate such votes and cast them all for one nominee or distribute votes
among two or more nominees. Each director is elected by a plurality of the votes
cast with respect to the election of such director. Any shares not voted
(whether by abstention, broker non-vote or vote withheld) are not counted as
votes cast for or against the nominees and will be excluded from the vote.

The proxy which accompanies this proxy statement provides for the following
three methods of voting:

1. If you check the box "FOR ALL NOMINEES" your votes will be evenly
distributed among the nominees.

2. If you check the box "WITHHOLD VOTES FROM ALL NOMINEES" your shares
will not be voted in the election of directors; however, your shares
will be counted toward a quorum and will be voted on any other
business that may properly come before the meeting in the discretion
of the proxy holders.

3. If you check the box "WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL
NOMINEES" and strike out the name of one or more of the nine
nominees, your votes will be evenly cast for remaining nominees. For
example, if you own 100 shares and you check this box, and strike
out the names of two nominees, your 900 votes would be evenly
distributed among the other seven nominees.

If you wish to cast or accumulate your votes in a manner other than one of the
three methods described above, you must attend the meeting in person or
designate some other person to act as your proxy by use of a written proxy other
than the proxy which is enclosed with this proxy statement.

Winter Sports' by-laws provide that nominations for election to the board of
directors may be made by the board of directors, by a nominating committee
appointed by the board of directors, or by any shareholder entitled to vote for
the election of directors. Nominations other than those made by the board of
directors or its nominating committee are to be in writing and must be delivered
or mailed to the president of Winter Sports not less than thirty (30) days nor
more than sixty (60) days prior to the annual meeting of shareholders. If any of
the nominees become unavailable for election for any presently unforeseen
reason, the discretionary authority provided in the proxy will be exercised to
vote for any alternate nominee who may be designated by the board of directors.

Board Committees

The Audit Committee members are Charles R. Abell, Jerome T. Broussard, Jerry J.
James, and Charles P. Grenier, who replaced Dennis L. Green on the Audit
Committee as of November 21, 2002. Our chief executive officer and chief
financial officer ordinarily attended audit committee meetings for the purpose
of providing information and answering questions, but the audit committee also
meets in executive session and meets periodically with Winter Sports' certifying
accountants outside the presence of management. The Audit Committee held six (6)
meetings during the fiscal year ended May 31, 2003. Functions of the Audit
Committee include annually recommending an independent auditor, and receiving
and reviewing the reports submitted by them. The Audit Committee also oversees
and determines the duties and responsibilities of the internal accounting staff,
and receives and reviews reports submitted by the internal staff. The board of
directors has adopted a written charter for the Audit Committee, which was
attached as Appendix A to the proxy statement filed on September 16, 2002.

-29-

The Incentive/Compensation Committee members are Dennis L. Green, Charles P.
Grenier, Jerry J. James, Darrel R. (Bill) Martin and Michael Muldown. Functions
of the Incentive/Compensation Committee include negotiations and approval of
executive employment agreements and periodic executive performance evaluations.
During fiscal year 2003, two meetings were held by the Incentive/Compensation
Committee.

Members of the Executive Committee are Dennis L. Green, Brian T. (Tim) Grattan,
Jerry J. James, Michael T. Jenson and Darrel R. (Bill) Martin. The Executive
Committee held no meetings during the fiscal year ended May 31, 2003.

Members of the Nominating Committee are Jerome J. Broussard, Dennis L. Green,
Charles P. Grenier, Michael T. Jenson and Michael J. Muldown. No meetings were
held by the Nominating Committee during the fiscal year ended May 31, 2003.
Shareholders may submit nominations for the board of directors by making such
nominations in writing to be delivered or mailed to the president of Winter
Sports not less than thirty (30) days, nor more than sixty (60) days, prior to
the annual meeting of shareholders.

Meetings of Board of Directors and Committees

During the fiscal year ended May 31, 2003, the board of directors held twelve
(12) meetings. During their term in office all directors attended 75% or more of
the total number of the meetings of the board of directors and all committees of
the board of directors on which a director served.

Directors' Compensation

Our non-employee directors received an annual fee of $ 6,500 during fiscal year
2003. Directors are paid on a pro rata basis for the months they serve as a
director of Winter Sports during each fiscal year. No additional fees are paid
for serving on a committee of the board of directors.

VOTING SECURITIES
AND
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Voting Securities

The only voting securities of Winter Sports are shares of common stock, of which
there were 988,668 shares outstanding as of ____________, 2003. Each share is
entitled to one vote, except that cumulative voting is permitted in the election
of directors.

Beneficial Owners

To Winter Sports' knowledge, the following were the only beneficial owners of 5%
or more of the outstanding common stock of Winter Sports as of ______________,
2003. The table also shows the anticipated beneficial ownership by such persons
after the Reverse Split transaction. Except as otherwise specified, each named
beneficial owner has sole voting and investment power with respect to the shares
set forth opposite his or her name.

Before Reverse Split Transaction After Reverse Split Transaction

Shares of Common Percentage of Shares Shares of Common Percentage of Shares
Name Stock Outstanding Stock Outstanding

Dennis L. Green 248,869 (1) 25.2% 1,659 26.3%
P.O. Box 1888
Kalispell, MT 59903

Richard A. Dasen and 247,500 (2) 25.0% 1,650 26.1%
Susan D. Dasen
400 West Valley Drive
Kalispell, MT 59901

Budget Finance 247,200 (1), (2) 25.0% 1,648 26.1%
P.O. Box 22
Kalispell, MT 59903

Jerome T. Broussard 102,000 (3) 10.3% 680 10.8%
P.O. Box 428
Whitefish, MT 59937

Mary Jane Street Living 73,177 (4) 7.4% 487 7.7%
Trust
P.O. Box 806
Whitefish, MT 59937

Mary Jane Street 73,177 (4) 7.4% 487 7.7%
P.O. Box 806
Whitefish, MT 59937

Darrel R. (Bill) Martin 50,250 (5) 5.1% 333 5.3%
1429 Hwy. 2 West
Kalispell, MT 59901

-30-

- ----------
(1) Mr. Green owns 1,520 shares and shares investment and voting power with
respect to 247,250 shares owned by Budget Finance, a wholly owned subsidiary of
Dasen Company. Mr. Green is a shareholder, a director and president of Dasen
Company and is president of Budget Finance. Also includes 149 shares held by a
son, over which Mr. Green shares voting power.

(2) Mr. and Mrs. Dasen own 300 shares directly and share investment and voting
power with respect to 247,250 shares owned by Budget Finance, a wholly owned
subsidiary of Dasen Company. Mr. and Mrs. Dasen are the controlling shareholders
of Dasen Company. On September 24, 2003, Budget Finance sold 50 shares of common
stock to Jerry James, a director, for a price of $14.50 per share.

(3) Includes 102,000 shares owned by a limited partnership controlled by Mr.
Broussard. Mr. Broussard shares voting and investment power over these shares.

(4) Mary Jane Street has investment and voting power with respect to the 73,177
shares owned by the Mary Jane Street Living Trust.

(5) Mr. Martin owns 25,200 shares and shares investment and voting power with
respect to 25,050 shares held in a trust held by his wife.

Management

The following table sets forth as of _____________, 2003 the number of shares of
common stock owned by (i) each director and nominee, (ii) the executive officers
named in the Summary Compensation Table, and (iii) all directors and executive
officers named in the Summary Compensation Table as a group. The table also
shows the anticipated beneficial ownership by such persons after the Reverse
Split transaction. Except as otherwise specified, each named beneficial owner
has sole voting and investment power with respect to the shares set forth
opposite his name.

Before Reverse Split Transaction After Reverse Split Transaction

Shares of Common Percentage of Shares Shares of Common Percentage of Shares
Name Stock Outstanding Stock Outstanding

Charles R. Abell 14,794 1.5% 98 1.5%

Jerome T. Broussard 102,000 10.3% 680 10.8%

Brian T. (Tim) Grattan 13,813 1.4% 92 1.4%

Dennis L. Green 248,869 (1) 25.2% 1,659 26.3%

Charles P. Grenier 1,050 * 7 *

Jerry J. James 150 * 1 *

Michael T. Jenson 20,708 (2) 2.1% 138 2.2%

Darrel R. (Bill) Martin 50,250 (3) 5.1% 335 5.3%

Michael J. Muldown 800 * 5 *

Michael J. Collins (4) 44,510 4.5% 296 4.7%

All directors and executive 496,944 50.3% 3313 47.7%
officers as a group (10
persons)

-31-

- ----------
* Less than 1%

(1) Mr. Green directly owns 1,520 shares and shares investment and voting power
with respect to 247,250 shares which are owned by Budget Finance, a wholly-owned
subsidiary of Dasen Company. Mr. Green is a shareholder, a director and
president of Dasen Company and is president of Budget Finance. Also includes 149
shares owned by a son, over which Mr. Green shares voting power.

(2) Mr. Jenson owns 162 shares and shares voting power with respect to 22 shares
held by his wife and 20,524 shares held in a Trust.

(3) Mr. Martin owns 25,200 shares and shares investment and voting power with
respect to 25,050 shares held in a trust held by his wife.

(4) Effective as of September 1, 2003, Michael Collins resigned as President and
Chief Executive Officer of Winter Sports. Winter Sports has agreed to repurchase
his shares as described in "Compensation of Executive Officers - Employee
Agreements."

EXECUTIVE OFFICERS

Michele Reese, age 53, was hired to manage Winter Sports' Guest Services,
Marketing and Communications departments in December, 1997. In 1998 she was
elected executive vice president and in 2001 Ms. Reese was elected Chief
Operating Officer. Ms. Reese served as senior vice president of marketing and
sales for the Disneyland Resort in Anaheim, California from 1994 until 1997 and
served as executive vice president of marketing and sales at Universal Studios
Hollywood from 1993 until 1994. Ms. Reese is the owner and president of
Beargrass Marketing of Whitefish, Montana, and worked as a consultant for Winter
Sports in 1994. She is also the president of Big Mountain Club, LLC, vice
chairman of the TIA Foundation, a member of the USA Marketing Counsel and serves
as a board member of Big Mountain Commercial Association. She was named as a
commissioner of the California Tourism Marketing Council in 1997. Ms. Reese was
re-appointed by Governor Marks to serve a three- year term on the Travel
Advisory Council for Montana in 2002. In 2002 she was appointed by Governor
Marks to a three-year term on the State Parks Futures Committee.

Jami M. Phillips, age 44, was appointed Treasurer of Winter Sports in January,
2000 and Chief Financial Officer in September, 2000. Ms. Phillips was employed
at Southern Illinois Regional Social Services, Inc. of Carbondale, Illinois as
financial director from 1997 to 1999. She served as senior auditor at Kerber,
Eck & Braeckel, LLP, from 1996 to 1997 and as senior auditor at Barnett &
Levine, LLP, from 1995 to 1996. Both firms are public accounting firms located
in Carbondale, Illinois. Ms. Phillips serves as vice president of Moose Run
Homeowners Association, treasurer of Big Mountain Water Company, treasurer of
Glacier Village Association, President of Kintla Lodge Condominium Association,
Secretary-Treasurer of Big Mountain Club LLC, and Secretary-Treasurer of Big
Mountain Development Corporation. Ms. Phillips also serves on the board of
Anapurna Condominium Association.

Sandra K. Unger, age 62, was appointed Corporate Secretary in October, 1996 and
is Manager of Corporate Administration. She served as Assistant Corporate
Secretary from 1985 until 1996 and has been an employee of Big Mountain since
1962. Mrs. Unger previously served as a director and secretary of Summit House
Restaurant & Bar, Inc., as a member of the board of directors of the Whitefish
Credit Union and as secretary of Big Mountain Sewer District.

All officers are elected at the annual meeting of the board of directors
immediately following the annual meeting of shareholders and serve at the
pleasure of the board of directors.

-32-

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain information regarding compensation paid
during each of Winter Sports' last three fiscal years to Winter Sports' chief
executive officer. No other executive officers serving at the end of fiscal year
2003 received compensation exceeding $100,000.

Summary Compensation Table

- -------------------------------------------------------------------------------
Name and
Principal Position Fiscal Year Salary ($) (1) Bonus ($)
- -------------------------------------------------------------------------------
Michael J. Collins (2) 2003 $ 115,895 $0
President and Chief Executive 2002 $ 109,854 $ 53,680
Officer 2001 $ 110,263 $ 0
- -------------------------------------------------------------------------------

- ----------
(1) Includes amounts paid pursuant to Winter Sports' 401(k)Retirement Plan.

(2) Effective as of September 1, 2003, Michael Collins resigned as President
and Chief Executive Officer of Winter Sports.

Employee Agreements

Michael J. Collins -- On September 1, 2003 Mr. Collins resigned as President and
Chief Executive Officer of Winter Sports, resulting in Winter Sports entering
into a Separation Agreement and Release of Claims with him. Under the agreement,
Mr. Collins is entitled to receive as severance three installment payments equal
to two years of his base salary. Winter Sports also agreed to repurchase one
half of the shares owned by Mr. Collins, and gave Mr. Collins a put right to
sell the other half of his shares back to Winter Sports before September 1,
2006. In addition, Winter Sports agreed to transfer a 1996 Isuzu Trooper to Mr.
Collins, and issue 4 season ski passes for Big Mountain Resort to Mr. Collins
for the next 6 years. The Separation Agreement terminated an employment
agreement between Mr. Collins and Winter Sports which provided for a
performance-based cash bonus to be paid to Mr. Collins based upon Winter Sports'
net income before taxes in each fiscal year. Mr. Collins was not awarded a bonus
for the fiscal year ended May 31, 2003.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 2001, Winter Sports entered into a $1,428,000 loan agreement with
the Whitefish Credit Union to finance the purchase of lands from Stoltze Land
and Lumber Company. The loan agreement requires payment of interest and
principal in the amount of $125,000 per year beginning January 1, 2002, with the
entire unpaid balance due January 1, 2007. The outstanding balance at May 31,
2003 was $1,340,705. Charles R. Abell, a director of Winter Sports, is the
president and chief executive officer of the Whitefish Credit Union.

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires Winter Sports'
directors, executive officers and persons who own more than 10% of Winter
Sports' common stock, to file with the SEC initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
Winter Sports. Officers, directors and greater than 10% shareholders are
required by the SEC regulation to furnish Winter Sports with copies of all
Section 16(a) reports they file. To Winter Sports' knowledge, based solely on
review of the copies of such reports furnished to Winter Sports or advice from
reporting persons that no filings were required, during the last fiscal year all
officers, directors and beneficiary owners of 10% of our common stock have
complied with the Section 16(a) filing requirements.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's common stock is currently traded on the NASDAQ Over The Counter
Electronic Bulletin Board under the symbol "WSKI".

-33-

The following table sets forth the range of quarterly high and low bid
quotations and the average purchase price per quarter for the Company's common
stock during the last two fiscal years. High and low bid quotations have been
supplied by D. A. Davidson & Co., Inc., a registered broker-dealer. Such
over-the-counter market quotations reflect inter-dealer prices, without retail
mark-up, markdown or commissions and may not necessarily represent actual
transactions.

Qtr.End High Low Average
------- ---- --- -------

1st Quarter 9/9/2001 19.50 13.00 13.59
2nd Quarter 12/2/2001 20.50 15.00 18.06
3rd Quarter 2/24/2002 19.00 16.00 18.04
4th Quarter 5/31/2002 18.00 15.00 15.78

1st Quarter 9/8/2002 16.50 15.00 15.29
2nd Quarter 12/1/2002 16.50 14.00 14.60
3rd Quarter 2/23/2003 14.25 12.00 13.76
4th Quarter 5/31/2003 13.50 8.00 12.77

1st Quarter 9/7/2003 13.00 13.00 no trades

No cash dividends have been paid on the Company's common stock since 1984. The
declaration of dividends is subject to certain restrictions contained in the
loan agreement between Bank of America and the Company. These restrictions
prohibit the payment of cash dividends, other than for preferred dividends or
fractional shares, without prior written consent of the Bank.

The Company's Board of Directors authorized a stock repurchase program on May
19, 2000. Under this program the Company could repurchase up to 40,000 shares of
the Company's outstanding common stock at prevailing market prices from time to
time over the next six to eight months. The Board of Directors renewed this
program on December 20, 2000 for an additional six month time period. The
program ended June 19, 2001. The Company repurchased 19,700 shares under this
program.

The approximate number of shareholders of record for the Company's common stock
as of August 16, 2003 was 691.

-34-

ITEM 3 - INDEPENDENT AUDITORS

The board of directors appointed Jordahl & Sliter PLLC ("Jordahl & Sliter") to
serve as Winter Sports' independent accountants for the fiscal year ending May
31, 2004. Jordahl & Sliter has served since 1980 in that capacity. Jordahl &
Sliter's reports on the financial statements for the years ended May 31, 2002
and 2003 did not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. During the two most recent fiscal years and the subsequent interim
periods Winter Sports has not had any disagreements with Jordahl & Sliter on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.

A resolution will be presented at the shareholder meeting to ratify the
appointment by the board of directors of Jordahl & Sliter to serve as Winter
Sports' independent accountants for the current fiscal year. A majority vote is
required for ratification. If the shareholders do not ratify the selection of
Jordahl & Sliter, it will not preclude the board of directors from retaining
them to serve as Winter Sports' independent accountants for the current fiscal
year. A representative of Jordahl & Sliter will be present at the annual meeting
and will have an opportunity to make a statement if he or she desires, and to
respond to appropriate questions.

Audit Fees

Audit fees billed by Jordahl & Sliter for the audit of Winter Sports' annual
financial statements the fiscal year ended May 31, 2003 and the reviews of the
financial statements included in Winter Sports' quarterly reports on Form 10-QSB
for that fiscal year totaled $43,000.

Financial Information Systems Design and Implementation Fees

Winter Sports did not engage Jordahl & Sliter to provide advice regarding
financial information systems design and implementation during the fiscal year
ended May 31, 2003.

All Other Fees

Fees billed to Winter Sports by Jordahl & Sliter during the fiscal year ended
May 31, 2003 for all other, non-audit services rendered to Winter Sports,
including tax-related services, totaled $4,375.

The Audit Committee considered whether the provision of the services covered by
the fees described under the caption "All Other Fees" was compatible with
maintaining Jordahl & Sliter independence. We concluded that the services
covered by "All Other Fees" are compatible with maintaining the auditor's
independence.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
APPOINTMENT OF JORDAHL & SLITER AS WINTER SPORTS' INDEPENDENT ACCOUNTANTS FOR
FISCAL YEAR 2004.

AUDIT COMMITTEE REPORT

The Audit Committee oversees Winter Sports' financial reporting process and
recommends to the board of directors the appointment of independent auditors to
audit the financial statements each year and confers with the auditors and
officers for purposes of reviewing Winter Sports' internal controls, accounting
practices, financial structures and financial reporting. Management has primary
responsibility for preparing financial statements and the financial reporting
process. The independent accountants, Jordahl & Sliter, are responsible for
expressing an opinion on the conformity of the audited financial statements to
generally accepted accounting principles.

In this context, the Audit Committee hereby reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial
statements with management.

The Audit Committee has discussed with Jordahl & Sliter the matters
required to be discussed by SAS 90 (Codification of Statements on Auditing
Standard, AU 380).

-35-

2. The Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard No.1 (Independence Standards Board Standards No. 1, Independence
Discussions with Audit Committees) and has discussed with the independent
accountants the independent accountants' independence.

3. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the board of directors, that
the audited financial statements be included in Winter Sports' Annual
Report on Form 10-KSB for the fiscal year ended May 31, 2003, for filing
with the Securities and Exchange Commission.

Each of the members of the Audit Committee is independent as defined under the
listing standards of NASDAQ.

Audit Committee
Jerome T. Broussard, Chairman
Charles P. Grenier
Charles R. Abell
Jerry J. James

PROXY SOLICITATION EXPENSES

The cost of soliciting proxies, including the cost of preparing and mailing
proxy materials, will be borne by Winter Sports. The solicitation of the proxies
will be made by mail, and may be made by the officers, directors or other
employees of Winter Sports without special compensation. Brokers, custodian and
other similar persons will be reimbursed for reasonable expenses incurred in
sending proxy materials to beneficial owners of Winter Sports' common stock.

OTHER BUSINESS

As of the date of this proxy statement, management knows of no other business to
be presented at the meeting. However, if any other matters properly come before
the meeting, it is the intention of the proxy holders to vote or refrain from
voting in their discretion.

ANNUAL REPORT

Winter Sports' Annual Report for the fiscal year ended May 31, 2003, including
audited financial statements, is being distributed with this proxy statement.
Shareholders not receiving a copy of the 2003 Annual Report may obtain one by
writing or calling Sandra Unger, Secretary of Winter Sports, Inc., P.O. Box
1400, Whitefish, MT 59937. Telephone (406) 862-1933.

SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

Shareholders wishing to submit proposals for inclusion in Winter Sports' proxy
statement for the 2004 annual meeting of shareholders must submit such proposals
so as to be received by Winter Sports at Big Mountain Ski Resort, P. O. Box
1400, Whitefish, Montana 59937, on or before May 1, 2004.

AVAILABLE INFORMATION

We have also filed Rule 13e-3 Transaction Statements on Schedule 13E-3 under the
Exchange Act with respect to the Reverse Split. These schedules contain
additional information about Winter Sports. Copies of these schedules and the
Fairness Opinion by Willamette are available for inspection and copying at the
principal executive offices of Winter Sports during regular business hours by
any interested shareholder of Winter Sports, or a representative who has been so
designated in writing, and may be inspected and copied, or obtained by mail, by
written request directed to Sandra Unger, Secretary of Winter Sports, Inc., P.
O. Box 1400, Whitefish, MT 59937. Telephone: (406) 862-1933.

We are currently subject to the information requirements of the Exchange Act and
in accordance therewith file periodic reports, proxy statements and other
information with the SEC relating to our business, financial statements and
other matters. Shareholders of Winter Sports as of the Record Date for the
shareholder meeting are being forwarded a copy of Winter Sports' Annual Report
on Form 10-KSB (exclusive of exhibits) as filed with the SEC, and the
consolidated statements of financial condition of Winter Sports as of May 31,
2003 and 2002 and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years ended May 31,
2003, 2002 and 2001 prepared in accordance

-36-

with generally accepted accounting principles. Copies of Winter Sports' Forms
10-QSB for the quarterly periods ended September 9, 2002, December 1, 2002,
February 23, 2003, and September 7, 2003 are available, upon written request, at
no charge to any shareholders. For copies, write to Sandra Unger, Secretary of
Winter Sports, Inc., P. O. Box 1400, Whitefish, MT 59937. Telephone (406)
862-1933.

Copies of such reports, proxy statements and other information, as well as the
Rule 13E-3 Transaction Statements, may be copied (at prescribed rates) at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. For further information
concerning the SEC's public reference room, you may call the SEC at
1-800-SEC-0330. Some of this information may also be accessed on the World Wide
Web through the SEC's Internet address at "http://www.sec.gov." Winter Sports'
common stock is quoted on the Over-The-Counter Electronic Bulletin Board under
the symbol "WSKI.OB".

GENERAL

It is important that all proxies be forwarded promptly in order that a quorum
may be present at the meeting. Whether or not you contemplate attending the
meeting in person, we urge you to sign, date and mail the accompanying proxy AT
YOUR EARLIEST CONVENIENCE. If you attend the meeting, you may, if you so desire,
revoke your proxy and vote in person.

By order of the Board of Directors

Dated at Whitefish, Montana
November__, 2003
Sandra K. Unger
Corporate Secretary

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WINTER SPORTS, INC.
P. O. Box 1400
Whitefish, Montana 59937

[PRELIMINARY COPY]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoint Darrel R. (Bill) Martin, Michael T. Jenson and
Brian T. (Tim) Grattan, and each of them as proxies, each with full power of
substitution, to represent and vote for and on behalf of the undersigned the
number of shares of common stock of Winter Sports, Inc. that the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders to be held [____________], and at any adjournment thereof. The
undersigned directs that this proxy be voted as follows:

1. To approve the Amendment to the Articles of Incorporation of Winter Sports,
Inc., to effect a Reverse Split of Winter Sports, Inc.'s common stock.

|_| FOR |_| AGAINST |_| ABSTAIN

If no specification is made, this Proxy will be voted in favor of the Amendment.

2. Election of Directors (check only one box):

|_| FOR ALL NOMINEES listed below

|_| WITHHOLD VOTES FROM ALL NOMINEES

|_| WITHHOLD VOTES FROM ONE OR MORE INDIVIDUAL NOMINEES. Cross out or strike out
the name(s) of the following nominee(s) you do not want to vote for. Your votes
will be evenly distributed among the other nominees.

Charles R. Abell Jerome T. Broussard Brian T. (Tim) Grattan
Dennis L. Green Charles P. Grenier Jerry J. James
Michael T. Jenson Darrel R. (Bill) Martin Michael J. Muldown

If no specification is made, a vote for all nominees will be entered and will be
evenly distributed among such nominees. If you wish to cast or accumulate your
votes in a manner not provided for on this proxy, you must attend the meeting in
person or appoint some other person to act as your proxy by use of a written
proxy other than this proxy.

3. To ratify the selection of Jordahl & Sliter PLLC as independent accountants.

|_| FOR |_| AGAINST |_| ABSTAIN

If no specification is made, this Proxy will be voted to ratify the selection of
Jordahl & Sliter PLLC.

4. At their discretion, the proxies are authorized to vote on such other
business not known within a reasonable time before the meeting as may properly
come before the meeting.

The undersigned ratifies all that said proxies or their substitutes may lawfully
do by virtue thereof. The undersigned hereby revokes any proxy or proxies
heretofore given for such shares.

Date:________________________, 2004

________________________________
Signature

________________________________
Signature if held jointly

IMPORTANT: Please date and sign your name exactly as it appears on this Proxy.
If stock is held jointly, both persons should sign. Persons signing in a
representative capacity should give their title.

PLEASE PROMPTLY DATE, SIGN AND RETURN THIS PROXY

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