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                                                                    Exhibit 10.1

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT dated as of this 11th day of December, 2003
("Escrow Agreement") is by and among Sardy House, LLC, a Colorado limited
liability company ("Sardy House"), North and South Aspen, L.L.C., a Colorado
limited liability company which owns all 25 of the outstanding limited liability
company membership interests of Sardy House ("North South"), W. G. Nielsen &
Company, a Colorado corporation ("Underwriter"), and Computershare Trust
Company, Inc., a Colorado corporation, as Escrow Agent ("Escrow Agent").
Collectively, Sardy House and North South are hereinafter referred to as the
"Issuer."

                                   BACKGROUND

         A.       The Issuer is conducting a public offering through the
Underwriter of up to the total of 25 limited liability company membership
interests of Sardy House ("Membership Interests") held by North South, which
constitute all of the issued and outstanding Membership Interests.

         B.       The offering is being conducted on a "best efforts, all or
none" basis as to a minimum offering of seven (7) Membership Interests necessary
to allow for complete repayment of the bank debt of up to $4,350,000 on the
Sardy House property, the sale of which seven (7) Membership Interests must
result in total proceeds of a minimum of $4,665,000 before any commissions and
referral fees and excluding accrued interest on the bank debt to be repaid, and
on a "best efforts" basis as to the remaining 18 Membership Interests up to the
maximum offering of 25 Membership Interests. If a minimum of seven (7)
Membership Interests are not sold by May 31, 2004, subject to extension for up
to an additional 30 days, the offering will be terminated and all money received
shall be returned to investors with interest within five (5) business days.
Until the minimum offering is achieved, all funds received from investors shall
be deposited into an interest bearing escrow account, with interest to be
credited toward the final purchase price.

         C.       In connection with the offering, Sardy House has filed a
Registration Statement on Form SB-2 (Registration No. 333-105521) (together with
all amendments thereto, the "Registration Statement") with the Securities and
Exchange Commission (the "SEC").

         D.       Persons who purchase Membership Interests in the offering will
be required to do so pursuant to a Subscription Agreement, the form of which is
attached as Exhibit A to this Escrow Agreement (the "Subscription Agreement")
(such persons who purchase the Membership Interests pursuant to the Subscription
Agreement are hereinafter referred to as the "Subscribers").

         E.       In accordance with the Subscription Agreement, the Subscribers
will be required to submit full payment for their investment in the Membership
Interests at the time they return the executed Subscription Agreement to the
Issuer or Underwriter.

         F.       The offering price is $750,000 per Membership Interest. This
price may be changed at any time after December 19, 2003. If the offering price
is decreased it will be

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decreased for all purchasers, and if the offering price is increased it will be
increased for all purchasers who have not as of that date executed Subscription
Agreements and submitted Subscription Funds (as defined below).

         G.       Issuer and Underwriter desire to establish an escrow account
with Escrow Agent for the deposit of funds received from Subscribers in order to
comply with Rule 10b-9 and Rule 15c2-4 of the rules promulgated by the SEC under
the Securities Exchange Act of 1934.

         H.       All payments for Subscriptions for Membership Interests
("Subscription Funds") and the executed Subscription Agreements received by
Issuer or Underwriter shall be promptly forwarded, by no later than noon of the
next business day after receipt, to Escrow Agent, and Escrow Agent has agreed to
accept, hold and disburse such Subscription Funds deposited with it in
accordance with the terms of this Escrow Agreement.

         I.       In order to establish the escrow of Subscription Funds and to
effect the consummation of the transactions contemplated by the Subscription
Agreements, the parties hereto have entered into this Escrow Agreement.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as follows:

         1.       Certain Definitions. The following terms shall have the
following meanings when used herein:

         "Cash Investment" shall mean the number of Membership Interests
subscribed for by a Subscriber multiplied by the Purchase Price (as defined
below) per Membership Interest, as set forth in the Subscription Agreement
submitted by such Subscriber.

         "Construction Loan Agreement" shall mean that certain Construction Loan
Agreement dated March 28, 2003 among Sardy House, North South and WestStar Bank,
as amended.

         "Effective Date" shall mean the date on which the Registration
Statement is declared effective by the SEC.

         "Entire Offering" shall mean the sale of all 25 Membership Interests
offered.

         "Escrow Account" shall mean the interest bearing account entitled
"Computershare Trust Company, Inc., as Escrow Agent for Sardy House, LLC"
established by the Escrow Agent with a bank.

         "Escrow Funds" shall mean the Subscription Funds deposited with Escrow
Agent pursuant to this Escrow Agreement, together with any interest and other
income thereon.

         "Escrow Period" shall have the meaning set forth in Section 3 of this
Escrow Agreement.

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         "Maximum Offering Notice" shall mean a written notification, signed by
the Issuer, which shall specify that: (a) subscriptions for the Entire Offering
have been received and accepted; and (b) such subscriptions have not been
withdrawn, rejected or otherwise terminated.

         "Membership Interests" shall have the meaning set forth in the Section
of this Escrow Agreement titled "Background."

         "Minimum Offering" shall mean the sale of seven (7) Membership
Interests, which shall result in the receipt of total Subscription Funds of a
minimum of $4,665,000 before any commissions and referral fees, which total
represents the total minimum Subscription Funds necessary to upon release from
escrow enable North South to, as disclosed in the prospectus included in the
Registration Statement, (a) pay all commissions and referral fees in connection
with the sale of such Membership Interests and (b) completely repay the total
indebtedness of the Issuer to WestStar Bank of up to $4,350,000 pursuant to the
Construction Loan Agreement.

         "Minimum Offering Notice" shall mean a written notification, signed by
the Issuer, which shall specify that: (a) subscriptions for the Minimum Offering
have been received and accepted; and (b) such subscriptions have not been
withdrawn, rejected or otherwise terminated.

         "Purchase Price" shall mean the purchase price for each Membership
Interest as determined by the Issuer, which Purchase Price is initially $750,000
but may be changed by Issuer at any time after December 19, 2003. If the
Purchase Price is decreased it shall be decreased for all purchasers, and if the
Purchase Price is increased it shall be increased for all purchasers who have
not as of that date executed Subscription Agreements and submitted Subscription
Funds.

         "Subscribers" shall have the meaning set forth in the Section of this
Escrow Agreement titled "Background."

         "Subscription Accounting" shall mean an accounting of all subscriptions
for Membership Interests received and accepted by Issuer as of the date of such
accounting, indicating for each subscription the Subscriber's name, address and
taxpayer identification number, the number and total purchase price of
subscribed Membership Interests, any withdrawal of such subscription by the
Subscriber, any rejection of such subscription by the Issuers, or other
termination, for whatever reason, of such subscription.

         "Subscription Funds" shall have the meaning set forth in the Section of
this Escrow Agreement titled "Background."

         2.       Appointment of and Acceptance by Escrow Agent and
Establishment of Escrow Account. Issuer hereby appoints Escrow Agent to serve as
escrow agent hereunder, and Escrow Agent hereby accepts such appointment in
accordance with the terms of this Escrow Agreement. In accepting such
appointment, Escrow Agent represents and warrants that it is a "bank," as that
term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934.

         The parties hereto shall establish the Escrow Account. The Issuer and
the Underwriter shall instruct Subscribers to make payments for Subscription
Funds either by wire transfer or

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check payable to "Computershare Trust Company, Inc., as Escrow Agent for Sardy
House, LLC." Wire transfers shall be directed to the following account:

                  Bank:  Harris Trust and Savings Bank
                         Chicago, IL
                  ABA #:  071 000 288
                  Account #:  2295665
                  Account Name: Computershare Trust Company, Inc.
                                Sardy House Subscription
                                8066 Escrow Agent

Any check received that is made payable to a party other than Escrow Agent shall
be returned to the person who submitted the check.

         3.       Deposits into Escrow Account and Escrow Period.

                  (a)      Deposits into Escrow Account. After the Effective
         Date, Issuer and Underwriter shall forward to Escrow Agent, by no later
         than noon of the next business day after receipt, (i) the Subscription
         Funds and Subscription Agreements received by Issuer or Underwriter for
         deposit into the Escrow Account and (ii) the appropriate IRS Form W-9s
         or Form W-8s (or Escrow Agent's substitute forms therefor) for each
         Subscriber that are required to be executed and delivered by each
         Subscriber pursuant to the terms of the Subscription Agreement. Escrow
         Agent agrees to deposit into the Escrow Account, upon the receipt
         thereof, any and all Subscription Funds, including all checks and other
         instruments and monies payable to Escrow Agent as escrow agent
         therefor. Escrow Agent is hereby authorized to forward each check or
         other instrument for collection, and upon collection of the proceeds of
         each check or other instrument deposit the collected proceeds into the
         Escrow Account.

               ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE
               SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND
               SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY ESCROW
               AGENT OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST
               ISSUER UNTIL RELEASED TO ISSUER IN ACCORDANCE WITH
               SECTION 5(a) HEREOF.

                  No party shall accept any funds from Subscribers prior to the
         Effective Date. Upon receipt of any Subscription Funds which are not
         equal to the proper Cash Investment for such subscription or if a
         notice of insufficient funds has been received by Escrow Agent for a
         check for such Subscription Funds, Escrow Agent's sole obligation shall
         be to notify Issuer of such fact and to return such Subscription Funds
         to Issuer. If Issuer rejects any subscription for which the Escrow
         Agent has already deposited Subscription Funds into the Escrow Account,
         the Escrow Agent shall promptly issue a check payable to the Subscriber
         in the amount of the Subscriber's subscription check plus

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                  interest earned on such funds, after the Escrow Agent has
                  cleared such funds, and deliver such check to Issuer. Issuer
                  shall promptly deliver such check to the Subscriber.

                  (b)      Escrow Period for Minimum Offering. The escrow period
                  (the "Escrow Period") with respect to the Minimum Offering
                  shall begin at the later of the time that the Escrow Account
                  is established or the Effective Date and shall terminate upon
                  the earlier of the following to occur:

                           (i)      The date upon which the Escrow Agent
                                    confirms that it has received the Minimum
                                    Offering Notice, and the Subscription Funds
                                    with respect to such Minimum Offering Notice
                                    have been deposited into the Escrow Account;
                                    or

                           (ii)     5:00 p.m. (Denver, Colorado time) on May 31,
                                    2004, unless extended from time to time in
                                    writing by the Issuer and Underwriter for an
                                    additional number of days as described in
                                    the prospectus included in the Registration
                                    Statement, but not to be extended for more
                                    than an additional 30 days (as extended, the
                                    "Expiration Date"), if Subscription Funds
                                    with respect to the Minimum Offering have
                                    not been deposited into the Escrow Account
                                    by the Expiration Date; or

                           (iii)    The date upon which Escrow Agent receives
                                    written notice from Issuer of a
                                    determination to terminate the offering
                                    prior to completion of the Minimum Offering.

                  (c)      Escrow Period for Subscription Funds Received After
                  Completion of Minimum Offering. The Escrow Period with respect
                  to any Subscription Funds received and deposited into the
                  Escrow Account after the Minimum Offering has been completed
                  shall be as set forth in the provisions for such Subscription
                  Funds in Section 5(a)(ii) of this Escrow Agreement.

         4.       Investment of Escrow Funds. Prior to the disbursement of
Escrow Funds pursuant to Section 5 of this Escrow Agreement, the Escrow Funds
shall be invested only as directed in writing by Issuer. The Issuer may only
direct investments in the following:

                  (a)      short-term securities issued or guaranteed by the
                           United States of America Government or of any agency
                           thereof and backed by the full faith and credit of
                           the United States of America;

                  (b)      bank accounts or bank money-market accounts with
                           commercial banks with capital, surplus and undivided
                           profits aggregating in excess of $1 billion (based on
                           the most recent financial statements of such bank
                           which are then publicly available at the SEC or
                           otherwise); or

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                  (c)      short-term certificates of deposit issued by a
                           commercial bank with a combined capital and surplus
                           (or parent holding company of which has a combined
                           capital and surplus) of at least $50,000,000.

         In the absence of specific written instructions by the Issuer, the
Escrow Agent shall invest and reinvest the Escrow Funds in bank money-market
accounts as set forth in paragraph (b) of this Section 4.

         5.       Disbursements of Escrow Funds.

                  (a)      Completion of Offering.

                           (i)      Completion of Minimum Offering. Escrow Agent
                  shall pay to North South by wire transfer the amount of the
                  Escrow Funds equal to the Purchase Price multiplied by the
                  number of Membership Interests purchased in the Minimum
                  Offering, excluding interest and other income earned on the
                  Escrow Funds, and deliver all documents and instruments,
                  including certificates representing the Membership Interests
                  for the Subscribers, no later than three (3) business days
                  following receipt by Escrow Agent of the following items:

                           (1)      The Minimum Offering Notice;

                           (2)      A Subscription Accounting, substantiating
                                    the sale of the Minimum Offering;

                           (3)      Subscription Agreements signed by all
                                    Subscribers;

                           (4)      Certificates representing the Membership
                                    Interests for the Subscribers;

                           (5)      Such other certificates, notices or other
                                    documents as Escrow Agent, in its
                                    discretion, shall reasonably require and
                                    shall have requested from Issuer in writing;
                                    and

                           (6)      Cleared Subscription Funds.

                  At such time that Escrow Agent pays to North South in
                  accordance with the above terms the value of the Escrow Funds
                  equal to the Purchase Price multiplied by the number of
                  Membership Interests purchased in the Minimum Offering,
                  excluding interest and other income earned on such Escrow
                  Funds, Escrow Agent shall deliver to each Subscriber the
                  certificate representing the Membership Interests purchased by
                  such Subscriber. In addition, in order to credit the interest
                  and other income earned on the Escrow Funds toward the final
                  Purchase Price paid by the Subscribers for their Membership
                  Interests, Escrow Agent shall at such time pay by check to
                  each Subscriber such Subscriber's pro rata amount of interest
                  and other income earned on the Escrow Funds represented by
                  such Subscriber's Subscription Funds. Further, if the amount
                  of Subscription Funds paid by any Subscriber and deposited
                  into the Escrow Account exceeds the final Purchase Price for
                  the Membership Interests purchased by such Subscriber, Escrow
                  Agent shall include in the amount of the check to such
                  Subscriber the amount by which

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                  the Subscription Funds paid by such Subscriber and deposited
                  into the Escrow Account exceeds the final Purchase Price.

                  In connection with the completion of the Minimum Offering and
                  the receipt of Escrow Funds from Escrow Agent in connection
                  therewith, North South acknowledges that it is solely
                  obligated and responsible for the application of such released
                  funds to payment of any commissions and referral fees in
                  connection with the sale of the Membership Interests and to
                  complete repayment of the outstanding indebtedness of the
                  Issuer to WestStar Bank under the Construction Loan Agreement,
                  as disclosed in the prospectus included in the Registration
                  Statement.

                           (ii)     Subscription Funds Received After Completion
                  of Minimum Offering. Commencing 14 days after the completion
                  of the Minimum Offering, Escrow Agent shall pay to North South
                  by wire transfer the amount of the Escrow Funds equal to the
                  Purchase Price multiplied by the number of Membership
                  Interests purchased after the completion of the Minimum
                  Offering, excluding interest and other income earned on the
                  Escrow Funds, no later than three (3) business days following
                  receipt by the Escrow Agent of the items set forth in Sections
                  5(a)(i)(2), (3), (4), (5) and (6) above with respect to
                  Subscription Funds received after the completion of the
                  Minimum Offering (with the document set forth in Section
                  5(a)(i)(2) not subject to a requirement to re-substantiate the
                  sale of the Minimum Offering).

                  At such time that Escrow Agent pays to North South in
                  accordance with the above terms the value of the Escrow Funds
                  equal to the Purchase Price multiplied by the number of
                  Membership Interests purchased after completion of the Minimum
                  Offering, excluding interest and other income earned on such
                  Escrow Funds, Escrow Agent shall deliver to each Subscriber
                  the certificate representing the Membership Interests
                  purchased by such Subscriber. In addition, in order to credit
                  the interest and other income earned on the Escrow Funds
                  toward the final Purchase Price paid by the Subscribers for
                  their Membership Interests, Escrow Agent shall at such time
                  pay by check to each Subscriber such Subscriber's pro rata
                  amount of interest and other income earned on the Escrow Funds
                  represented by such Subscriber's Subscription Funds. Further,
                  if the amount of Subscription Funds paid by any Subscriber and
                  deposited into and remaining in the Escrow Account exceeds the
                  final Purchase Price for the Membership Interests purchased by
                  such Subscriber, Escrow Agent shall include in the amount of
                  the check to such Subscriber the amount by which the
                  Subscription Funds paid by such Subscriber and deposited into
                  and remaining in the Escrow Account exceeds the final Purchase
                  Price.

                  In connection with the receipt of Escrow Funds from Escrow
                  Agent after the completion of the Minimum Offering, North
                  South acknowledges that it is solely obligated and responsible
                  for the application of such released funds to payment of

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                  any commissions and referral fees in connection with
                  the sale of the Membership Interests, as disclosed
                  in the prospectus included in the Registration
                  Statement.

                  The foregoing process for Subscription Funds received after
                  the completion of the Minimum Offering may be repeated every
                  14 days until receipt of the Maximum Offering Notice or the
                  termination or expiration of the offering.

         Notwithstanding the foregoing, Escrow Agent shall not be obligated to
         disburse the Escrow Funds to North South if Escrow Agent reasonably
         believes that (i) Subscription Funds in full payment equal to the
         required Cash Investment based on the Purchase Price for that number of
         Membership Interests equal to or greater than the Minimum Offering have
         not been received, deposited with and collected by Escrow Agent,
         subject to the right of Issuer to consummate the sale of some, but not
         all, of the Membership Interests (subject to the Minimum Offering
         condition) or (ii) any of the certifications and opinions set forth in
         the documents furnished to Escrow Agent are incorrect or incomplete.

                  (b)      Decrease in Purchase Price. If Issuer determines to
         decrease the Purchase Price after December 19, 2003, Issuer shall
         promptly give written notice to the Escrow Agent of such decrease in
         the Purchase Price, and, no later than ten (10) business days after the
         public announcement by Issuer of such decrease in the Purchase Price,
         Escrow Agent shall return to each Subscriber who submitted Subscription
         Funds based on the Purchase Price prior to such decrease and which
         Subscription Funds were deposited into and remain in the Escrow
         Account, by check and by first class mail, that portion of the Escrow
         Funds equal to the amount of the Subscription Funds paid by such
         Subscriber and deposited into the Escrow Account, plus interest and
         other income earned thereon.

                  (c)      Termination of the Offering. No later than five (5)
         business days after the receipt by Escrow Agent of written notice from
         Issuer of a determination to terminate the offering and that there will
         be no closing or further closing of the sale of Membership Interests to
         Subscribers, Escrow Agent shall pay to each Subscriber, by bank draft
         and by first class mail, that portion of the Escrow Funds equal to the
         amount of the Subscription Funds paid by such Subscriber and deposited
         into the Escrow Account, plus interest and other income earned thereon.

                  (d)      Rejection or Withdrawal of Subscriptions. No later
         than five (5) business days after receipt by Escrow Agent of written
         notice from Issuer that Issuer has rejected or permitted a withdrawal
         of any Subscription for which Subscription Funds have already been
         deposited into the Escrow Account by Escrow Agent, Escrow Agent shall
         pay to such Subscriber, by bank draft and by first class mail, that
         portion of the Escrow Funds equal to the amount of the Subscription
         Funds paid by such Subscriber and deposited into the Escrow Account,
         plus interest and other income earned thereon.

                  (e)      Expiration of Offering Period. Notwithstanding
         anything to the contrary contained herein, if Escrow Agent shall not
         have received the Minimum Offering Notice and cleared Subscription
         Funds therefore on or before the Expiration Date, Escrow Agent shall,
         within five (5) business days after such date and without any further
         instruction or

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         direction from Issuer, return to each Subscriber, by bank draft and by
         first class mail, that portion of the Escrow Funds equal to the amount
         of the Subscription Funds paid by such Subscriber and deposited into
         the Escrow Account, plus interest and other income earned thereon.

         6.       Suspension of Performance or Disbursement into Court. If, at
any time, there shall exist any dispute between Issuer, Underwriter, Escrow
Agent, Subscribers or any other person with respect to the holding or
disposition of any portion of the Escrow Funds or any other obligations of
Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine,
to Escrow Agent's sole satisfaction, the proper disposition of any portion of
the Escrow Funds or Escrow Agent's proper actions with respect to its
obligations hereunder, or if Issuer has not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 7
hereof appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following actions:

                  (a)      Suspend the performance of any of its obligations
         under this Escrow Agreement until such dispute or uncertainty shall be
         resolved to the sole satisfaction of Escrow Agent or until a successor
         Escrow Agent shall have been appointed (as the case may be); and/or

                  (b)      Petition (by means of an interpleader action or any
         other appropriate method) any court of competent jurisdiction in
         Denver, Colorado for instructions with respect to such dispute or
         uncertainty, and pay to such court all funds held by it for holding and
         disposition in accordance with the instructions of such court. In
         determining the resolution of such dispute or uncertainty, such court
         shall apply the laws of the State of Colorado.

         Escrow Agent shall have no liability to Issuer, Underwriter,
Subscribers or any other person with respect to any such suspension of
performance or disbursement into court, specifically including any liability or
claimed liability that may arise, or be alleged to have arisen, out of or as a
result of any delay in the disbursement of funds held in the Escrow Account or
any delay in or with respect to any action required or requested of Escrow
Agent.

         7.       Resignation and Removal of Escrow Agent. Escrow Agent may
resign from the performance of its duties hereunder at any time by giving thirty
(30) days' prior written notice to Issuer, or may be removed by Issuer, with or
without cause, at any time by Issuer giving prior written notice to Escrow
Agent. Such resignation or removal shall take effect upon the appointment of a
successor Escrow Agent as provided herein below. Upon any such notice of
resignation or removal, Issuer shall appoint a successor Escrow Agent hereunder.
If the Issuer shall fail to appoint a successor Escrow Agent within thirty (30)
days after such notice of resignation or removal, the Escrow Agent shall have
the right to deposit the Escrow Funds to a court of competent jurisdiction for
the appointment of a successor Escrow Agent. Upon the acceptance in writing by a
successor Escrow Agent of any appointment as Escrow Agent hereunder, such
successor Escrow Agent shall thereupon succeed to and become vested with and
subject to all the rights, powers, privileges, duties and obligations of the
former Escrow Agent, and the former Escrow Agent shall be discharged from its
duties and obligations under this

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Escrow Agreement, but shall not be discharged from any liability for actions
taken as Escrow Agent hereunder prior to such succession. After any former
Escrow Agent's resignation or removal, the provisions of this Escrow Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Escrow Agent under this Escrow Agreement.

         8.       Liability of Escrow Agent.

                  (a)      Escrow Agent shall have no liability or obligation
         with respect to the Escrow Funds other than as set forth in this Escrow
         Agreement, except for any liability which may result from Escrow
         Agent's willful misconduct or gross negligence. Escrow Agent's sole
         responsibility shall be for the safekeeping and disbursement of the
         Escrow Funds in accordance with the terms of this Escrow Agreement.
         Escrow Agent shall have no implied duties or obligations and shall not
         be charged with knowledge or notice of any fact or circumstance not
         specifically set forth herein. Escrow Agent may rely upon any
         instrument, whether bearing original, conformed or facsimile
         signatures, not only as to its due execution, validity and
         effectiveness, but also as to the truth and accuracy of any information
         contained therein which Escrow Agent shall in good faith believe to be
         genuine, to have been signed or presented by the person or parties
         purporting to sign the same, and to conform to the provisions of this
         Escrow Agreement. In no event shall Escrow Agent be liable for
         incidental, indirect, special, consequential or punitive damages.
         Escrow Agent shall not be obligated to take any legal action or
         commence any proceeding in connection with the Escrow Funds or any
         account in which the Escrow Funds are deposited or this Escrow
         Agreement, or to appear in, prosecute or defend any such legal action
         or proceeding. Without limiting the generality of the foregoing, Escrow
         Agent shall not be responsible for or required to enforce any of the
         terms or conditions of any Subscription Agreement with Subscribers or
         any other agreement between Issuer and/or Subscribers. Escrow Agent
         shall not be responsible or liable in any manner for the performance by
         Issuer or any Subscribers of their respective obligations under any
         Subscription Agreement nor shall Escrow Agent be responsible or liable
         in any manner for the failure of Issuer, Underwriter or any third party
         (including any Subscriber) to honor any of the provisions of this
         Escrow Agreement. Escrow Agent may consult legal counsel selected by it
         in the event of any dispute or question as to the construction of any
         of the provisions hereof or of any other agreement or of its duties
         hereunder, and shall incur no liability and shall be fully indemnified
         from any liability whatsoever in acting in accordance with the opinion
         or instruction of such counsel. Issuer shall promptly pay, upon demand,
         the reasonable fees and expenses of any such counsel.

                  (b)      Escrow Agent is authorized, in its sole discretion,
         to comply with orders issued or process entered by any court with
         respect to the Escrow Funds, without determination by Escrow Agent of
         such court's jurisdiction in the matter. If any portion of the Escrow
         Funds is at any time attached, garnished or levied upon under any court
         order, or in case the payment, assignment, transfer, conveyance or
         delivery of any such property shall be stayed or enjoined by any court
         order, or in case any order, judgment or decree shall be made or
         entered by any court affecting such property or any part thereof, then
         and in any such event, Escrow Agent is authorized, in its sole
         discretion, to rely upon and comply with any such order, writ, judgment
         or decree which it is advised by legal

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         counsel selected by it that is binding upon it without the need for
         appeal or other action; and if Escrow Agent complies with any such
         order, writ, judgment or decree, it shall not be liable to any of the
         parties hereto or to any other person or entity by reason of such
         compliance even though such order, writ, judgment or decree may be
         subsequently reversed, modified, annulled, set aside or vacated.

         9.       Indemnification of Escrow Agent. From and at all times after
the date of this Escrow Agreement, Issuer shall, except as otherwise hereinafter
provided, to the fullest extent permitted by law, indemnify and hold harmless
Escrow Agent and each officer, director, employee, attorney, agent and affiliate
of Escrow Agent (collectively, the "Indemnified Parties") against any and all
actions, claims (whether or not valid), losses, damages, liabilities, costs and
expenses of any kind or nature whatsoever (including without limitation
reasonable attorneys' fees, costs and expenses) incurred by or asserted against
any of the Indemnified Parties from and after the date hereof, whether direct,
indirect or consequential, as a result of, arising from or in any way relating
to any claim, demand, suit, action or proceeding (including any inquiry or
investigation) by any person, including without limitation Issuer or
Subscribers, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, including,
but not limited to, any federal or state securities laws, or under any common
law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Escrow Agreement or any transactions contemplated herein, whether or not
any such Indemnified Party is a party to any such action, proceeding, suit or
the target of any such inquiry or investigation; provided, however, that no
Indemnified Party shall have the right to be indemnified hereunder for any
liability finally determined by a court of competent jurisdiction, subject to no
further appeal, to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party. If any such action or claim shall be
brought or asserted against any Indemnified Party, such Indemnified Party shall
promptly notify Issuer in writing and Issuer shall promptly assume and enter an
appropriate defense for such Indemnified Party, including the employment of
counsel (reasonably satisfactory to such Indemnified Party) and the payment of
all expenses. Such Indemnified Party shall, in its sole discretion, have the
right to employ separate counsel (who may be selected by such Indemnified Party
in its sole discretion) in any such action and to participate in the defense
thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that Issuer shall be liable for and shall pay all such
fees and expenses if (i) Issuer agrees to pay such fees and expenses, (ii)
Issuer shall fail, in the reasonable discretion of such Indemnified Party, to
employ counsel reasonably satisfactory to the Indemnified Party in any such
action or proceeding, (iii) Issuer is the plaintiff in any such action or
proceeding, or (iv) the named parties to any such action or proceeding
(including any impleaded parties) include both Indemnified Party and Issuer, and
Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which are different from or additional to
those available to Issuer. All such fees and expenses payable by Issuer pursuant
to the foregoing sentence shall be paid from time to time as incurred, both in
advance of and after the final disposition of such action or claim. The
obligations of Issuer under this Section 9 shall survive any termination of this
Escrow Agreement and the resignation or removal of Escrow Agent.

                                       11
<PAGE>

         10.      Compensation to Escrow Agent.

                  (a)      Fees. Issuer shall pay to Escrow Agent the fees set
         forth in the attached Exhibit B to this Escrow Agreement.

                  (b)      No Disbursements from Escrow Funds to Pay Escrow
         Agent or Other Parties. Escrow Agent is not authorized to disburse to
         itself or any other person from the Escrow Funds (i) any amounts due to
         Escrow Agent or any other party under this Section 10 or (ii) any
         amount Escrow Agent or any Indemnified Party is entitled to seek
         pursuant to Section 9 hereof. Notwithstanding the foregoing, Escrow
         Agent may hold Escrow Funds until its fees are paid by Issuer.

         11.      Representations and Warranties. The Issuers make the following
representations and warranties to Escrow Agent:

                  (a)      Each Issuer is a limited liability company duly
         formed and validly subsisting under the laws of the State of Colorado,
         and each Issuer has full power and authority to execute and deliver
         this Escrow Agreement and to perform its obligations hereunder.

                  (b)      This Escrow Agreement has been duly approved by all
         necessary limited liability company action of each Issuer, including
         any necessary approval by the members of each Issuer, has been executed
         by duly authorized managers of each Issuer, and constitutes a valid and
         binding agreement of each Issuer, enforceable in accordance with its
         terms (except as limited by bankruptcy, insolvency, or other laws
         affecting the enforcement of creditors' rights).

                  (c)      The execution, delivery and performance by each
         Issuer of this Escrow Agreement will not violate, conflict with, or
         cause a default under the articles of organization or the operating
         agreement of either Issuer, any applicable law or regulation, any court
         order or administrative ruling or decree to which either Issuer is a
         party or any of its property is subject, or any agreement, contract,
         indenture or other binding arrangement to which either Issuer is a
         party or any of its property is subject.

                  (d)      No party other than the parties hereto and the
         prospective Subscribers have, or shall have, any lien, claim or
         security interest in the Escrow Funds or any part thereof. No financing
         statement under the Uniform Commercial Code is on file in any
         jurisdiction claiming a security interest in or describing (whether
         specifically or generally) the Escrow Funds or any part thereof.

                  (e)      Each Issuer hereby acknowledges that the status of
         Escrow Agent is that of agent only for the limited purposes set forth
         herein, and hereby represents and covenants that no representation or
         implication shall be made that Escrow Agent has investigated the
         desirability or advisability of investment in the Membership Interests
         or has approved, endorsed or passed upon the merits of the investment
         therein and that the name of Escrow Agent has not and shall not be used
         in any manner in connection with the offer or sale of

                                       12
<PAGE>

         the Membership Interests other than to state that Escrow Agent has
         agreed to serve as Escrow Agent for the limited purposes set forth
         herein, as disclosed in the prospectus included in the Registration
         Statement.

                  (f)      All of the representations and warranties of each
         Issuer contained herein are true and complete as of the date hereof and
         will be true and complete at the time of any deposits to or
         disbursement from the Escrow Funds.

         12.      Notice. All notices and other communications hereunder shall
be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mail, by certified
mail with return receipt requested and postage prepaid, when delivered
personally, one (1) day after delivery to any overnight courier, or when
transmitted by facsimile transmission facilities, and addressed to the party to
be noticed as follows:

              If to Issuer:         North and South Aspen, L.L.C.
                                    c/o Hotel Lenado
                                    200 S. Aspen Street
                                    Aspen, Colorado 81611
                                    Attn: Mr. Daniel D. Delano
                                    Fax: (970) 925-3840

              With a copy to:       Roger V. Davidson, Esq.
                                    Ballard Spahr Andrews & Ingersoll, LLP
                                    1225 Seventeenth Street, Suite 2300
                                    Denver, Colorado 80202
                                    Fax: (303) 296-3956

         If to Underwriter:         W. G. Nielsen & Company
                                    3200 Cherry Creek South Drive, Suite 470
                                    Denver, Colorado 80209
                                    Attn: Mr. Wayne G. Nielsen
                                    Fax: (303) 830-6620

              With a copy to:       Philip A. Feigin, Esq.
                                    Rothgerber Johnson & Lyons LLP
                                    One Tabor Center, Suite 3000
                                    1200 Seventeenth Street
                                    Denver, Colorado 80202
                                    Fax: (303) 623-9222

         If to Escrow Agent:        Computershare Trust Company, Inc.
                                    350 Indiana Street, Suite 800
                                    Golden, Colorado 80401
                                    Attn: Corporate Trust
                                    Fax: (303) 262-0700

                                       13
<PAGE>

or to such other address as each party may designate for itself by like notice.

         13.      Amendments or Waiver. This Escrow Agreement may be changed,
waived or discharged only by a writing signed by all of the parties hereto. No
delay or omission by any party in exercising any right with respect thereto
shall operate as a waiver. A waiver on any one occasion shall not be construed
as a bar to, or waiver of, any right or remedy on any future occasion.

         14.      Severability. To the extent any provision of this Escrow
Agreement is prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Escrow Agreement.

         15.      Governing Law. This Escrow Agreement shall be construed and
interpreted in accordance with the internal laws of the State of Colorado
without giving effect to the principles or rules governing conflict of laws.

         16.      Entire Agreement. This Escrow Agreement constitutes the entire
agreement among the parties relating to the acceptance, collection, holding,
investment and disbursement of the Escrow Funds and sets forth in its entirety
the obligations and duties of Escrow Agent with respect to the Escrow Funds.

         17.      Assignability. This Escrow Agreement shall not be assignable
without the written consent of all of the parties hereto.

         18.      Binding Effects. All of the terms of this Escrow Agreement, as
it may be amended from time to time, shall be binding upon, inure to the benefit
of and be enforceable by the respective successors and permitted assigns of
Issuer, Underwriter, Subscribers and Escrow Agent.

         19.      Execution in Counterparts. This Escrow Agreement may be
executed in two or more counterparts, which when so executed shall constitute
one and the same agreement.

         20.      Termination. This Escrow Agreement may be terminated at any
time by a written document signed by all of the parties hereto. Upon the first
to occur of (a) the disbursement of all amounts of Escrow Funds pursuant to
Section 5 hereof or (b) the disbursement of all amounts of Escrow Funds into a
court pursuant to Section 6 hereof, this Escrow Agreement shall terminate and
Escrow Agent shall have no further obligation or liability whatsoever with
respect to this Escrow Agreement or the Escrow Funds.

         21.      Dealings. Escrow Agent and any stockholder, director, officer
or employee of Escrow Agent may buy, sell and deal in any of the securities of
Issuer and become pecuniarily interested in any transaction in which Issuer may
be interested, and contract and lend money to Issuer and otherwise act as fully
and freely as though it were not Escrow Agent under this Escrow Agreement.
Nothing herein shall preclude Escrow Agent from acting in any other capacity for
the Subscribers or any other person or entity.

                                       14
<PAGE>

         22.      Signatures by Facsimile. Any facsimile signature of any party
hereto shall constitute a legal, valid and binding execution hereof by such
party.

                  [Remainder of page intentionally left blank]

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed as of the date first above written.

ISSUER:

SARDY HOUSE, LLC,                           NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company        a Colorado limited liability company

     By: BLOCK 66, LLC,                     By: /s/ Daniel D. Delano
         a Colorado limited liability          ---------------------------------
         company,                               Daniel D. Delano, Manager
         its Manager

         By: /s/ Daniel D. Delano
            ---------------------------
              Daniel D. Delano, Manager

UNDERWRITER:

W. G. NIELSEN & COMPANY,
a Colorado corporation

By: /s/ Wayne G. Nielsen
   ------------------------------------
    Wayne G. Nielsen, President

ESCROW AGENT:

COMPUTERSHARE TRUST COMPANY, INC.,
a Colorado corporation,
as Escrow Agent

By: /s/ John M. Wahl
   ----------------------------
Name: John M. Wahl
Title: Corporate Trust Officer

By: /s/ Kellie Gwinn
   ----------------------------
Name: Kellie Gwinn
Title: Vice President

                                       16
<PAGE>

                                                                    Exhibit 10.1

                                    EXHIBIT A

                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT dated as of _______________________, 200__
(the "Agreement") is by and among the undersigned subscriber (the "Subscriber"),
Sardy House, LLC, a Colorado limited liability company (the "Company"), and
North and South Aspen, L.L.C., a Colorado limited liability company ("North and
South").

                                    RECITALS

         A.       The Company and North and South are conducting a public
offering (the "Offering") through W.G. Nielsen & Co. (the "Underwriter") of up
to 25 units of the Company's assessable limited liability company membership
interests (the "Membership Interests"), which allow for exclusive use of the
Sardy House in Aspen, Colorado. Each Membership Interest is governed by the
terms and conditions of the Company's Operating Agreement dated as of March 21,
2003, as amended (the "Operating Agreement"). All of the Membership Interests
being offered are held by North and South.

         B.       The Offering price is $750,000 per Membership Interest. This
price may be changed at any time after December 19, 2003. If the price is
decreased it will be decreased for all purchasers, and if the price is increased
it will be increased for all purchasers who have not as of that date executed
subscription agreements and submitted subscription funds.

         C.       In connection with the Offering, the Company has filed a
Registration Statement on Form SB-2 (Registration No. 333-105521) (together with
all amendments thereto, the "Registration Statement") with the Securities and
Exchange Commission (the "SEC"). As part of the Registration Statement, the
Company has filed with the SEC a prospectus dated November 10, 2003 (the
"Prospectus") which describes the Offering, the Membership Interests and the
Company, and which contains disclosures of other important information for
investors. The Registration Statement was declared effective by the SEC on
November 10, 2003, and no stop order has been entered by the SEC as of the date
hereof.

         D.       As disclosed in the Prospectus, the Offering is being
conducted on a "best efforts, all or none" basis as to a minimum of seven (7)
Membership Interests necessary to allow for complete repayment of the bank debt
of up to $4,350,000 on the Sardy House property, the sale of which seven (7)
Membership Interests must result in total proceeds of a minimum of $4,665,000
before any commissions and referral fees and excluding accrued interest on the
bank debt to the repaid, and on a "best efforts" basis as to the remaining 18
Membership Interests up to the maximum of 25 Membership Interests. If a minimum
of seven (7) Membership Interests are not sold by May 31, 2004, subject to
extension in the discretion of the Company, North and South and the Underwriter
of up to an additional 30 days, the Offering will be terminated and all money
received shall be returned to investors with interest within five (5) business
days. Until

                                      A-1
<PAGE>

the minimum is achieved, all funds received from investors shall be deposited
into an interest bearing escrow account, with interest to be credited toward the
final purchase price.

         E.       The Subscriber desires to purchase one or more Membership
Interests pursuant to the terms and conditions of the Offering as disclosed in
the Prospectus, and pursuant to the terms and conditions of this Agreement,
subject to acceptance of this Agreement by the Company and North and South in
their sole discretion.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, each intending
to be legally bound hereby, agree as follows:

         1.       Subscription for Purchase of Membership Interests. The
Subscriber hereby subscribes for and agrees to purchase from North and South a
total of ___________ units of the Membership Interests, in exchange for cash in
the amount of $750,000 per Membership Interest, or an aggregate purchase price
of $__________________. In connection therewith, the Subscriber agrees to become
a member of the Company, subject to all of the rights and obligations of a
member under the Operating Agreement, and to execute and deliver a signature
page to the Operating Agreement upon admission as a member of the Company.

         2.       Payment for Purchase of Membership Interests. Full payment for
the Membership Interests subscribed for under this Agreement shall be submitted
by the Subscriber along with this Agreement to the Company or the Underwriter.
Such payment shall be in the form of either a wire transfer or a check for the
aggregate purchase price payable to "Computershare Trust Company, Inc., as
Escrow Agent for Sardy House, LLC." A wire transfer shall be directed pursuant
to wire transfer instructions that will be provided by the Company or the
Underwriter upon the Subscriber's request. A check will be promptly forwarded to
the escrow agent pursuant to the terms and conditions of an escrow agreement
filed with the SEC as an exhibit to the Registration Statement and described in
the Prospectus.

         3.       Representations and Warranties by Subscriber. The Subscriber
hereby makes the following representations and warranties to the Company and
North and South:

                  (a)      Receipt and Review of Prospectus and Operating
         Agreement. The Subscriber has received and carefully reviewed and
         considered the Prospectus and the Operating Agreement, which were
         delivered to the Subscriber at least five business days prior to the
         date of this Agreement. The Subscriber understands that neither the SEC
         nor any state securities regulator has approved or disapproved of the
         Membership Interests or determined if the Prospectus is truthful or
         complete. In making a decision to purchase the Membership Interests,
         the Subscriber has relied exclusively on the information contained in
         the Prospectus and the Operating Agreement.

                  (b)      Investor Suitability. The Subscriber understands that
         an investment in the Membership Interests is suitable only for persons
         of substantial financial means who can

                                      A-2
<PAGE>

         afford not only the purchase price of the Membership Interests, but
         also unlimited future assessments and the possibility of a complete
         loss of their investment in the Membership Interests. Accordingly, the
         Subscriber represents and warrants that the Subscriber is an
         "accredited investor" as defined in Rule 501 of Regulation D under the
         Securities Act of 1933, as evidenced by the Subscriber's completion of
         the Accredited Investor Declaration attached hereto as Exhibit A, and
         that the Subscriber has the objective of making a long-term investment
         in the exclusive use program for the Sardy House property and is
         prepared to forego the use of the invested funds for an indefinite
         period of time. In addition, to facilitate a determination by the
         Underwriter that there are reasonable grounds for believing that the
         purchase of the Membership Interests hereunder is suitable for the
         Subscriber, the Subscriber represents and warrants that the information
         furnished by the Subscriber about the Subscriber's investment
         objectives, investment experience, income, net worth, financial
         situation, other investments, and other relevant information through
         completion of the Confidential Investor Questionnaire form attached
         hereto as Exhibit B is accurate and complete in all material respects.

                  (c)      Subscriber Can Protect Own Interests. The Subscriber
         has such knowledge and experience in financial, investment and business
         matters that the Subscriber is capable of evaluating the merits and
         risks of an investment in the Membership Interests and of making an
         informed decision in purchasing the Membership Interests.

                  (d)      Membership Interests are Subject to Transfer
         Restrictions. The Subscriber understands that the Membership Interests
         are subject to certain right of first refusal transfer restrictions as
         set forth in the Operating Agreement, and cannot be resold except in
         compliance with the terms and conditions of the Operating Agreement. In
         addition, the Subscriber understands that certificates evidencing
         ownership of the securities comprising the Membership Interests will
         contain a legend providing that the transfer thereof is restricted,
         except in compliance with the Operating Agreement. The Subscriber also
         understands that there is no public trading market for the Membership
         Interests and that the Company does not expect any trading market for
         the Membership Interests to develop.

                  (e)      Subscriber Purchasing Membership Interests for Own
         Account. The Subscriber is purchasing the Membership Interests for the
         Subscriber's own account, and not with a view to any resale or
         "distribution" of the Membership Interests within the meaning of the
         Securities Act of 1933.

                  (f)      Subscriber Able to Bear Substantial Risks. The
         Subscriber is aware that an investment in the Membership Interests is
         subject to substantial risks as described in the Risk Factors section
         of the Prospectus. Those risk factors include the following:

                           (i)      Neither the Company nor its affiliated
                  manager nor the affiliate North and South has any prior
                  experience operating the proposed type of exclusive use
                  program for the Sardy House property.

                                      A-3
<PAGE>

                           (ii)     Substantial reconstruction and renovation of
                  the Sardy House property must be completed before the
                  condition and amenities of the property will be as described
                  in the Prospectus, and any delays in the completion of that
                  project will delay the closing of the Offering.

                           (iii)    There are significant limitations on the
                  transferability of the Membership Interests, including the
                  lack of any public market and rights of first refusal held by
                  the Company and North and South under the Operating Agreement.

                           (iv)     Investors will be subject to unlimited
                  additional assessments, including assessments for operating
                  expenses, repair reserves, capital improvements and operating
                  deficits, and investors who fail to timely pay all assessments
                  may forfeit their exclusive occupancy rights and be subject to
                  other remedies.

                           (v)      Investors may suffer a complete loss of
                  their investment if other investors do not timely pay all
                  required assessments.

                           (vi)     If investors choose to rent out their
                  exclusive occupancy weeks, they may be unable to successfully
                  rent those weeks and the Company's affiliated manager will
                  receive substantial compensation if the weeks are rented.

                           (vii)    There are substantial conflicts of interest
                  between the interests of investors and those of the Company,
                  the manager, North and South and their affiliates, including
                  the incentive to obtain satisfaction of the minimum Offering
                  conditions to relieve affiliates' personal debt obligations,
                  the operation of a competing hotel in Aspen and compensation
                  arrangements for the renovation and management of the property
                  and the rental of exclusive occupancy weeks.

                           (viii)   Investors will be purchasing their
                  Membership Interests for an aggregate purchase price that
                  significantly exceeds the book value of the Membership
                  Interests and the appraised value of the renovated property as
                  a private residence, and investors will experience immediate
                  and substantial dilution.

         The Subscriber understands these risks and is financially capable of
         bearing the economic risks and burdens of an investment in the
         Membership Interests, including the possibility of a complete loss of
         the entire investment. The Subscriber understands that the Operating
         Agreement right of first refusal transfer restrictions and the lack of
         public market for the Membership Interests may prevent the transfer of
         the Membership Interests in the amounts or at the times desired by the
         Subscriber. The Subscriber has adequate means of providing for the
         Subscriber's current needs and contingencies, and has no need for
         liquidity in the investment in Membership Interests.

                                      A-4
<PAGE>

                  (g)      Realtor Referral. The Subscriber understands that, as
         disclosed in the Prospectus, in the event that the Subscriber was
         referred to the Company by a licensed real estate broker (a "Realtor"),
         a referral fee may be paid to such Realtor upon the completion of the
         sale of Membership Interests to the Subscriber under this Agreement. To
         ensure that any such referral, the completion of such sale and the
         payment of any such referral fee complies with securities laws, the
         Subscriber hereby represents and warrants that no Realtor has:

                           (i)      made any offer to the Subscriber for the
                  sale of Membership Interests or solicited any offer from the
                  Subscriber for the purchase of Membership Interests, to the
                  Subscriber's knowledge made any advertisements in connection
                  with the Offering, or solicited the Subscriber as a new
                  referral prospect with respect to the Membership Interests
                  with whom the Realtor did not have a pre-existing
                  relationship;

                           (ii)     delivered to the Subscriber the Prospectus
                  or any other materials in connection with the Offering, or
                  directed any marketing or selling activities to the Subscriber
                  with respect to the Membership Interests;

                           (iii)    become involved in the sale or negotiation
                  of the sale of a Membership Interest to the Subscriber, or in
                  the preparation of any documentation required for such sale
                  under applicable state law; or

                           (iv)     made any statements or communications to the
                  Subscriber in connection with the Offering other than
                  notifying the Subscriber that the Subscriber may be contacted
                  by representatives of the Company.

                  (h)      Due Execution and Enforceability. All action on the
         Subscriber's part required for the due execution and delivery of this
         Agreement has been effectively taken, and this Agreement represents a
         valid and binding obligation of the Subscriber, enforceable in
         accordance with its terms, except as limited by applicable bankruptcy,
         insolvency or other laws of general application affecting the
         enforcement of creditors' rights. If the Subscriber is not an
         individual, the execution and delivery by the Subscriber of this
         Agreement has been duly authorized by all necessary corporate or other
         action on behalf of the Subscriber, the performance of this Agreement
         will not constitute a breach or violation of, default under, or
         conflict with, the Subscriber's governing instruments, and the
         individual signing this Agreement on behalf of the Subscriber has been
         duly authorized by the Subscriber to do so. If the Subscriber is a
         natural person, the Subscriber is at least 21 years of age and has full
         legal capacity to enter into and perform his or her obligations under
         this Agreement.

                  (i)      Residence. The residence or the office or offices of
         the Subscriber in which the Subscriber's investment decision with
         respect to this Agreement was made is or are located at the address of
         the Subscriber set forth on the signature page hereof.

                                      A-5
<PAGE>

         4.       Continuing Effect of Representations and Warranties. The
representations and warranties set forth in Section 3 hereof shall be true and
correct as of the date hereof and as of the date of the release of funds from
escrow for the purchase by the Subscriber of the Membership Interests hereunder
and the admission of the Subscriber as a member of the Company. If in any
respect such representations and warranties are not true and accurate prior to
the release of funds from escrow and the admission of the Subscriber as a member
of the Company, the Subscriber shall give immediate written notice of such fact
to the Company, specifying which representations and warranties are not true and
accurate and the reasons therefor.

         5.       Acceptance of Subscription Subject to Discretion. The
Subscriber understands that this Agreement may be accepted or rejected by the
Company and North and South in their sole discretion.

         6.       Limited Power of Attorney to Admit Subscriber as Member of
Company. The Subscriber hereby appoints Daniel D. Delano, who is the Company's
Secretary and Treasurer, to act as the Subscriber's agent and true and lawful
attorney-in-fact in the Subscriber's name, place and stead with power and
authority to admit the Subscriber as a member of the Company and to execute any
and all instruments on behalf of the Subscriber that may be required to effect
the admission of the Subscriber as a member of the Company or to otherwise
comply with applicable law regarding the Subscriber's status as a member of the
Company.

         7.       Certification of Taxpayer Identification Number. The
Subscriber shall execute and deliver herewith an appropriate IRS Form W-9 or
Form W-8 (or the escrow agent's substitute forms therefor if furnished to the
Subscriber by the Company or the Underwriter) with respect to the certification
of the Subscriber's Taxpayer Identification Number and backup withholding
status.

         8.       Binding Agreement. The Subscriber agrees that this Agreement,
upon acceptance by the Company and North and South, is and shall be irrevocable.
This Agreement shall be binding upon the heirs, executors, administrators and
successors of the Subscriber.

         9.       Assignability. This Agreement is not transferable or
assignable by the Subscriber.

         10.      Notice. All notices and other communications hereunder shall
be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mail, by certified
mail with return receipt requested and postage prepaid, when delivered
personally, or one (1) day after delivery to any overnight courier. For purposes
of notice, the addresses of the parties shall be as follows:

         If to the Company/North and South: Sardy House, LLC/North and South
                                            Aspen, L.L.C.
                                            c/o Hotel Lenado
                                            200 S. Aspen Street
                                            Aspen, Colorado 81611
                                            Attn: Mr. Daniel D. Delano

                                      A-6
<PAGE>

         If to the Subscriber:              At the address of the Subscriber set
                                            forth on the signature page hereof.

         11.      Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Colorado, without regard to any
conflicts of laws provisions thereof.

         12.      Venue. Any suit, action or proceeding arising out of or
relating to this Agreement shall be brought and maintained in a court or other
appropriate forum of competent jurisdiction located in Denver, Colorado. Each
party hereby irrevocably waives, to the fullest extent permitted by law, any
objection which such party may now or hereafter have, to the laying of venue of
any such suit, action or proceeding brought or maintained in a court or other
appropriate forum of competent jurisdiction located in Denver, Colorado, and any
claim that any such suit, action or proceeding has been brought or maintained in
an inconvenient forum.

         13.      Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof.

         14.      Severability. To the extent that any provision of this
Agreement is prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         15.      Execution in Counterparts. This Agreement may be executed in
counterparts and signature pages may be delivered by facsimile transmission.

                  [Remainder of page intentionally left blank]

                                      A-7
<PAGE>

         IN WITNESS WHEREOF, the Subscriber has executed this Subscription
Agreement on the date set forth on the following applicable signature page
hereof.

         The Subscriber desires to take title in the Membership Interests as
follows (check one):

                  ___ (a) Individual (one signature required on Page 9),

                  ___ (b) Joint Tenants with right of survivorship (both parties
                          must sign on Page 10),

                  ___ (c) Tenants in Common (both parties must sign on Page 10),

                  ___ (d) Trust (Trustee(s) must sign on Page 11),

                  ___ (e) Partnership (general partner(s) must sign on Page 12),

                  ___ (f) Corporation (authorized officer must sign on Page 13),
                          or

                  ___ (g) Limited Liability Company (authorized party must sign
                          on Page 14).

         The exact spelling of the names(s) under which title to the Membership
Interests shall be taken is:

                                      A-8
<PAGE>

                                 SIGNATURE PAGE
                           FOR INDIVIDUAL SUBSCRIBERS

SUBSCRIBER

______________________________
Signature

______________________________
Social Security Number

______________________________
Print or Type Name

Residence Address:

______________________________
______________________________
______________________________

Executed this ______ day of _______________, 200__.

Accepted:

NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company

By: _______________________________
      Daniel D. Delano, Manager

SARDY HOUSE, LLC,
a Colorado limited liability company

By: BLOCK 66, LLC,
    a Colorado limited liability company,
    its Manager

    By: _____________________________
          Daniel D. Delano, Manager

Executed this _______ day of ______________, 200__.

                                       A-9

<PAGE>

                                 SIGNATURE PAGE
                             FOR SUBSCRIBERS WHO ARE
                       JOINT TENANTS OR TENANTS IN COMMON

<TABLE>
<S>                                         <C>
SUBSCRIBER                                  SUBSCRIBER

______________________________              ______________________________
Signature                                   Signature

______________________________              ______________________________
Social Security Number                      Social Security Number

______________________________              ______________________________
Print or Type Name                          Print or Type Name

Residence Address                           Residence Address

______________________________              ______________________________
______________________________              ______________________________
______________________________              ______________________________

Executed this ___ day of _________, 200__.  Executed this ___ day of _________, 200__.
</TABLE>

Accepted:

NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company

By: _______________________________
      Daniel D. Delano, Manager

SARDY HOUSE, LLC,
a Colorado limited liability company

By: BLOCK 66, LLC,
    a Colorado limited liability company,
    its Manager

    By: ___________________________
         Daniel D. Delano, Manager

Executed this ____ day of _________, 200__.

                                      A-10

<PAGE>

                                 SIGNATURE PAGE
                              FOR TRUST SUBSCRIBERS

TRUST

_________________________________________________________________
Name of Trust (Please print or type)

_________________________________________________________________
Name of Trustee (Please print or type)

_________________________________________________________________
Date Trust was formed

By:_______________________________________________________________
   Trustee's Signature

Taxpayer Identification Number: _____________________________

Trustee's Address: ________________________________________
                   ________________________________________
                   ________________________________________

Executed this ______ day of ___________, 200__.

Accepted:

NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company

By: _______________________________
      Daniel D. Delano, Manager

SARDY HOUSE, LLC,
a Colorado limited liability company

By: BLOCK 66, LLC,
    a Colorado limited liability company,
    its Manager

    By: ___________________________
         Daniel D. Delano, Manager

Executed this ____ day of _________, 200__.

                                      A-11

<PAGE>

                                 SIGNATURE PAGE
                           FOR PARTNERSHIP SUBSCRIBERS

PARTNERSHIP

_________________________________________________________________
Name of Partnership (Please print or type)

By: ____________________________________________________________
    Signature of a General Partner

By: ____________________________________________________________
    Signature of Additional General Partner
    (if required by partnership agreement)

Taxpayer Identification Number: _______________________

Partnership's Address:  _______________________________
                        _______________________________
                        _______________________________

Executed this ______ day of _____________, 200__.

Accepted:

NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company

By: _______________________________
      Daniel D. Delano, Manager

SARDY HOUSE, LLC,
a Colorado limited liability company

By: BLOCK 66, LLC,
    a Colorado limited liability company,
    its Manager

    By: _____________________________
         Daniel D. Delano, Manager

Executed this ____ day of _________, 200__.

                                      A-12

<PAGE>

                                 SIGNATURE PAGE
                            FOR CORPORATE SUBSCRIBERS

CORPORATION

________________________________________________________________
Name of Corporation (Please print or type)

By: ____________________________________________________________
    Signature of Authorized Officer

Printed Name: __________________________________________________

Title: _________________________________________________________

Taxpayer Identification Number:  _____________________________

Corporation Address: _____________________________
                     _____________________________
                     _____________________________

Executed this _______ day of ________________, 200__.

Accepted:

NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company

By: _______________________________
      Daniel D. Delano, Manager

SARDY HOUSE, LLC,
a Colorado limited liability company

By: BLOCK 66, LLC,
    a Colorado limited liability company,
    its Manager

    By: ____________________________
         Daniel D. Delano, Manager

Executed this ____ day of _________, 200__.

                                      A-13

<PAGE>

                                 SIGNATURE PAGE
                    FOR LIMITED LIABILITY COMPANY SUBSCRIBERS

LIMITED LIABILITY COMPANY

________________________________________________________________
Name of Limited Liability Company (Please print or type)

By: ____________________________________________________________
    Signature of Authorized Party

Printed Name: __________________________________________________

Title: _________________________________________________________

Taxpayer Identification Number:  _____________________________

Company Address: _____________________________
                 _____________________________
                 _____________________________

Executed this _______ day of ________________, 200__.

Accepted:

NORTH AND SOUTH ASPEN, L.L.C.,
a Colorado limited liability company

By: _______________________________
      Daniel D. Delano, Manager

SARDY HOUSE, LLC,
a Colorado limited liability company

By: BLOCK 66, LLC,
    a Colorado limited liability company,
    its Manager

    By: ___________________________
         Daniel D. Delano, Manager

Executed this ____ day of _________, 200__.

                                      A-14

<PAGE>

                                                                    Exhibit 10.1

                                                                       EXHIBIT A

                         ACCREDITED INVESTOR DECLARATION

         The undersigned represents that the undersigned qualifies as an
"accredited investor," as that term is defined in Rule 501 of Regulation D
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), because the undersigned is:

______   (1)      A natural person whose individual net worth, or joint net
                  worth with that person's spouse, at the time of his or her
                  purchase exceeds $1,000,000;

______   (2)      A natural person who had an individual income in excess of
                  $200,000 in each of the two most recent years, or joint income
                  with that person's spouse of $300,000 in each of those years,
                  and has a reasonable expectation of reaching those levels in
                  the current year;

______   (3)      A trust, with total assets in excess of $5,000,000, not
                  formed for the specific purpose of acquiring the securities
                  offered, whose purchase is directed by a sophisticated person
                  as described in Section (b)(2)(ii) of Rule 506 of Regulation D
                  under the Securities Act;

______   (4)      A corporation, organization described in Section 501(c)(3)
                  of the Internal Revenue Code, Massachusetts or similar
                  business trust, or partnership, not formed for the specific
                  purpose of acquiring the securities offered, with total assets
                  in excess of $5,000,000;

______   (5)      An entity in which all of the equity owners are accredited
                  investors;

______   (6)      A bank as defined in Section 3(a)(2) of the Securities Act, or
                  a savings and loan association or other institution as defined
                  in Section 3(a)(5)(A) of the Securities Act whether acting in
                  its individual or fiduciary capacity; a broker or dealer
                  registered pursuant to Section 15 of the Securities Exchange
                  Act of 1934; an insurance company as defined in Section 2(13)
                  of the Securities Act; an investment company registered under
                  the Investment Company Act of 1940 or a business development
                  company as defined in Section 2(a)(48) of the Securities Act;
                  a Small Business Investment Company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958; a plan established and
                  maintained by a state, its political subdivisions, or any
                  agency or instrumentality of a state or its political
                  subdivisions, for the benefit of its employees, if such plan
                  has total assets in excess of $5,000,000; an employee benefit
                  plan within the meaning of the Employee Retirement Income
                  Security Act of 1974 ("ERISA") if the investment decision is
                  made by a plan fiduciary, as defined in Section 3(21) of
                  ERISA, which is either a bank, savings and loan association,
                  insurance company, or registered investment adviser, or if

                                      AA-1

<PAGE>

                  the employee benefit plan has total assets in excess of
                  $5,000,000 or, if a self-directed plan, with investment
                  decisions made solely by persons that are accredited
                  investors;

______   (7)      A private business development company as defined in Section
                  202(a)(22) of the Investment Advisers Act of 1940; or

______   (8)      A director, executive officer, or general partner of the
                  issuer of the securities being offered or sold, or any
                  director, executive officer, or general partner of a general
                  partner of that issuer.

Date:                      _________________, 200__

Signed:                    _________________________________________

                           By: _____________________________________
                           Printed Name: ___________________________
                           Title: __________________________________

Address:                   _________________________________________
                           _________________________________________
                           _________________________________________
                           _________________________________________

Tax Identification Number: _________________________________

                                      AA-2

<PAGE>

                                                                    Exhibit 10.1

                                                                       EXHIBIT B

                                SARDY HOUSE, LLC

               Confidential Investor Questionnaire For Individuals

         The primary purpose of this Confidential Investor Questionnaire is to
assure Sardy House, LLC, a Colorado limited liability company (the "Company")
and W.G. Nielsen & Co. (the "Underwriter") that the prospective investor in the
Units (the "Units" or the "Securities") of the Company will be eligible to
invest in the Securities.

         Please print or type your answers. If the answer to any questions is
"No" or "Not Applicable," please so state. Please provide information for all
subscribers, using separate questionnaires if necessary. Please do not combine
or consolidate financial information of co-subscribers, except that of your
spouse.

         Except as set forth herein, your answers will at all times be kept
confidential. By signing this Confidential Investor Questionnaire, however, you
understand and agree that (i) the Underwriter is relying on the accuracy, truth
and completeness of your representations and statements set forth in your
response in this Confidential Investor Questionnaire, the Subscription Agreement
and any other document delivered by you to the Company and Underwriter in
determining whether the offer and sale of the Securities comply with applicable
federal and state securities laws, (ii) if your representations and statements
are not accurate, truthful and complete, you or the Company, or both, may be
found to be in violation of federal or state securities laws, and (iii) the
Company and Underwriter may present this Confidential Investor Questionnaire,
and other documents delivered by you to the Company or Underwriter, to the
appropriate parties if the Company or Underwriter is called upon to establish
the availability of exemptions from registration and other compliance with
federal and state securities laws and for other appropriate purposes.

         The entire Confidential Investor Questionnaire For Individuals,
consisting of PART I and PART II, must be completed by all individual Investors.

                                     PART I

1.       General Information

                  Name of Investor: ____________________________________________

If ownership of the Securities will be held in the name of two or more
individuals, complete the following information for each of the other co-owners:

Name: __________________________________________________________________________

Home Address: __________________________________________________________________

________________________________________________________________________________

Mailing Address (complete if different from home address below):

________________________________________________________________________________

                                      AB-1

<PAGE>

Relationship to subscriber:            _____ Spouse _____ Parent

                                       _____ Child  _____ Other Blood Relative

                                       _____ Other (please specify)

                                       _________________________________________

2.       Employment and Business Information

         Occupation or Profession: _____________________________________________

         Name of Current Employer: _____________________________________________

         Business Address: _____________________________________________________

         _______________________________________________________________________

         Business Telephone: ___________________________________________________

         Current Position or Title: ____________________________________________

         Principal Responsibilities: ___________________________________________

         _______________________________________________________________________

         Period Employed by Current Employer: __________________________________


3.       Investment Objectives (Subscriber, Not Custodian):

<TABLE>
<S>                                                          <C>                                           <C>
Order of INVESTMENT OBJECTIVES of Subscriber                 Secondary Residence Opportunity:              ______
[or of minor(s), not custodian]: Number
preferences from 1 (most preferred) to 3                     Long Term Capital Appreciation:               ______
(least preferred). Reminder: This investment
is most appropriate for persons seeking                                      Current income:               ______
primarily a long-term secondary residence
opportunity and secondarily possible long-term                                     Liquidity:              ______
capital appreciation associated with such
residence.                                                                            Other:               ______
</TABLE>

4.       Financial Information

         a.       Annual income:            $_____________________

         b.       Net Worth:                $_____________________

         c.       Do you have adequate means of providing for your current needs
                  and personal contingencies and no need for liquidity for your
                  investment?

                  Yes ____          No _____

                                      AB-2

<PAGE>

           d.     Are you able to bear the economic risk of an investment in the
                  Company of the size contemplated, including a complete loss of
                  your investment?

                  Yes ____          No_____

5.       Educational Background

<TABLE>
<CAPTION>
                                    MAJOR (AREA OF
COLLEGE OR UNIVERSITY                   STUDY)                   DEGREE(S)
<S>                                <C>                        <C>
__________________________         _______________            ______________

__________________________         _______________            ______________

__________________________         _______________            ______________
</TABLE>

6.       Business Experience

         Please provide details of any professional licenses, registrations or
         other training or experience (including courses or seminars attended)
         in financial, business or tax matters:

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

7.       Ability to Make Investment Decisions

           a.     Do you have such knowledge and experience in financial matters
                  that you are capable of evaluating the merits and risks of
                  your prospective investment in the Company?

                  Yes ______                No ______

           b.     If the answer to (a) is No, do you intend to use a purchaser
                  representative together with whom you would be capable of
                  evaluating the merits and risks of your prospective investment
                  in the Company?

                  Yes _____                 No _____

                                      AB-3

<PAGE>

                                     PART II

                       (To Be Completed By All Investors)

8.       Prior Investments

           Have you previously purchased securities in a private placement or
           securities which were otherwise subject to substantial limitations on
           transferability?

           Yes _____                  No _____

           Have you previously invested in private companies, speculative
           ventures or ventures with no history of earnings from operations?

           Yes _____                  No _____

<TABLE>
<CAPTION>
Other Investments:                                                             Current Market Value
------------------                                                             --------------------
<S>                                                                            <C>
a.       Real estate, other than principal residence (directly or

         through partnerships or other entities managed by others)             ___________________

b.       Tax shelter programs (real estate, leasing, oil & gas, cattle)        ___________________

c.       Marketable securities (stocks, bonds, debentures, notes, cash)        ___________________

d.       Speculative or venture capital investments                            ___________________

e.       Other private investment funds (hedge funds, commodity pools)         ___________________
</TABLE>

9.       Purchaser Representative

           Do you intend to use the services of a Purchaser Representative in
           connection with evaluating the merits and risks of an investment in
           the Company?

           Yes _____                  No _____

                  If "Yes", please state the name of the Purchaser
                  Representative:

                  ______________________________________________________________

10.      Taxable Year (check one): [ ] Calendar Year

                                   [ ] Fiscal Year Ending ____________________

11.      Agreements

           The undersigned hereby understands, represents, warrants and agrees
           to the following:

           a.       The information contained in this Confidential Investor
                    Questionnaire is true, complete and accurate and may be
                    relied upon by the Underwriter in determining the
                    undersigned's

                                      AB-4

<PAGE>

                  suitability as a purchaser of the Securities of the Company
                  and in establishing compliance with federal and state
                  securities laws;

         b.       The undersigned understands that any information contained in
                  this Confidential Investor Questionnaire that is untrue,
                  incomplete or inaccurate may result in the undersigned or the
                  Company, or both, being in violation of federal and state
                  securities laws, and that by subscribing to purchase the
                  Securities of the Company and executing this Confidential
                  Investor Questionnaire and the Subscription Agreement
                  contained in this Subscription Packet, the undersigned is
                  agreeing to indemnify the Company and Underwriter from damages
                  arising from those statements or from other matters;

         c.       The undersigned understands that a false statement or
                  representation may constitute a violation of law, and that any
                  person who suffers damage as a result of a false statement or
                  representation, may have claims against the undersigned for
                  damages;

         d.       The undersigned will notify the Underwriter immediately of any
                  material change in any of such information occurring prior to
                  the acceptance of the undersigned's subscription;

         e.       The undersigned understands that the Underwriter may request
                  further information in order to determine the suitability of
                  the undersigned's subscription and in establishing compliance
                  with federal and state securities laws. The undersigned shall
                  furnish this additional information promptly if the
                  undersigned desires to have the undersigned's subscription
                  considered further; and

         f.       The undersigned knows of no pending or threatened litigation
                  the outcome of which could adversely affect the answer to any
                  questions hereunder.

                  IN WITNESS THEREOF, the undersigned has completed the
                  foregoing statements and executed this Confidential Investor
                  Questionnaire this _____ day of __________, 200_.

         _____________________________               ___________________________
         Signature of Investor                       Printed name of Investor

         _____________________________               ___________________________
         Signature of co-owner (if interest to       Print name of co-owner (if
         be purchased in joint name or as            interest to be purchased in
         community property)                         joint name or as community
                                                     property)

                                      AB-5

<PAGE>

                                SARDY HOUSE, LLC

                Confidential Investor Questionnaire for Entities

The primary purpose of this Confidential Investor Questionnaire is to assure
Sardy House, LLC, a Colorado limited liability company (the "Company") and W.G.
Nielsen & Co (the "Underwriter"), that the prospective Investor in the Units
(the "Units" or the "Securities") of the Company will be eligible to invest in
the Securities.

Please print or type your answers. If the answer to any question is "No" or "Not
Applicable," please so state. Please provide information for all subscribers,
using separate questionnaires if necessary. Please do not combine or consolidate
financial information of co-subscribers.

Except as set forth herein, your answers will at all times be kept confidential.
By signing this Confidential Investor Questionnaire, however, you understand and
agree that (i) the Underwriter is relying on the accuracy, truth and
completeness of your representations and statements set forth in your responses
to this Confidential Investor Questionnaire, the Subscription Agreement and any
other document delivered by you to the Company and Underwriter in determining
whether the offer and sale of the Securities comply with applicable federal and
state securities laws, (ii) if your representations or responses are not
accurate, truthful and complete, you or the Company, or both, may be found to be
in violation of federal and state securities laws, and (iii) the Company and
Underwriter may present this Confidential Investor Questionnaire, and other
documents delivered by you to the Company and Underwriter, to the appropriate
parties if the Company or Underwriter is called upon to establish the
availability of exemptions from registration and other compliance with federal
and state securities laws and for other appropriate purposes.

The entire Confidential Investor Questionnaire, consisting of PART I, PART II
and PART III, must be completed by all Investors.

PARTNERSHIPS, CORPORATIONS, OTHER ENTITIES AND TRUSTS: If the Investor is a
partnership, this Confidential Investor Questionnaire should be completed by a
general partner of the partnership. If the Investor is a corporation or other
type of entity, this Confidential Investor Questionnaire should be completed by
the authorized officer or other person who is empowered to make the investment
decision on behalf of the corporation or other type of entity. If the Investor
is a trust, this Confidential Investor Questionnaire should be completed by the
trustee or the trustee's authorized representative. If the Investor is a limited
liability company (an "LLC"), this Confidential Investor Questionnaire should be
completed by the manager or the managing member of the LLC. In addition, each
partner of an investing partnership, each shareholder of an investing
corporation, each equity owner of an entity and each beneficiary of an investing
trust, may be required to complete a duplicate copy of PARTS I, II and III in
their entirety, if deemed necessary by the Company. FOR EXAMPLE, IN THE EVENT
THAT THE INVESTING ENTITY WAS FORMED FOR THE SPECIFIC PURPOSE OF MAKING THIS
INVESTMENT, EACH EQUITY OWNER OF SUCH ENTITY IS REQUIRED TO COMPLETE A SEPARATE
CONFIDENTIAL INVESTOR QUESTIONNAIRE TO ENSURE COMPLIANCE WITH APPLICABLE
SECURITIES LAWS.

                                      AB-6

<PAGE>

                                     PART I

1.       General Information

         Name of Investor: _____________________________________________________

If ownership of the Securities will be held in the name of two or more entities
or persons, complete the following information for each of the other co-owners.

Name: __________________________________________________________________________

Street Address: ________________________________________________________________

________________________________________________________________________________

Mailing Address (complete only if different from street address above):

________________________________________________________________________________

________________________________________________________________________________

2.       Business Information

         Type of Business of Investor: _________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

         Period In Business: ___________________________________________________

3.       Investment Objectives (Subscriber, Not Custodian):

<TABLE>
<S>                                                              <C>                                  <C>
Order of INVESTMENT OBJECTIVES of Subscriber [or                 Secondary Residence Opportunity:     ______
of minor(s), not custodian]: Number preferences
from 1 (most preferred) to 3 (least preferred).                  Long Term Capital Appreciation:      ______
Reminder: This investment is most appropriate
for persons seeking primarily a long-term                                       Current income:       ______
secondary residence opportunity and secondarily
possible long-term capital appreciation                                              Liquidity:       ______
associated with such
residence.                                                                                Other:      ______
</TABLE>

4.       Financial Information

         a.       Does the Investor have adequate means of providing for its
                  current needs and contingencies and no need for liquidity in
                  its investments?

                  Yes ______                         No ______

         b.       Is the Investor able to bear the economic risk of an
                  investment in the Company of the size contemplated, including
                  a complete loss of its investment?

                  Yes _____                          No _____

                                      AB-7

<PAGE>

                                     PART II

5.       General Information

         a.       Type of entity making investment (bank, insurance company,
                  corporation, partnership, LLC, trust, etc.):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

         b.       Date of Formation: ___________________________________________


         c.       Purpose of formation (please note particularly whether the
                  purpose is to make this investment):

                  ______________________________________________________________

                  ______________________________________________________________

         d.       If the entity is a partnership or taxed as a partnership
                  (including most LLCs), please list the name of the partners:

                  ______________________________________________________________

6.       Investment Authority

         In order to establish that the Investor is authorized to invest in the
         Securities, the following must be furnished:

         a.       Partnerships and LLCs must attach to this Confidential
                  Investment Questionnaire a copy of the partnership agreement
                  or operating agreement (together with articles of formation),
                  which may show that the person signing the subscription
                  documents is a general partner of the partnership or manager
                  (or managing member) of the LLC who has the authority to make
                  the investment decision and to execute the agreement.

         b.       Corporations must attach to this Confidential Investor
                  Questionnaire a certified copy of a resolution of the board of
                  directors showing that the corporation is authorized to make
                  this investment and that the person who is signing this
                  Confidential Investor Questionnaire and the other subscription
                  documents is authorized to do so.

         c.       Trusts must attach to this Confidential Investor Questionnaire
                  a copy of the trust agreement.

                  In addition, you may be required to provide additional
                  information with respect to investment authority including,
                  without limitation, an opinion of counsel.

                                      AB-8

<PAGE>

7.       Investment Decision

         If the entity is a partnership, did each partner elect whether to
         participate in the partnership's investment in the Securities?

         Yes ______                 No _____

         If the answer is yes, please state the number of partners who elected
         to participate in this investment: _________________.

         If the entity is a trust, may the trust be amended or revoked at any
         time by the grantor(s)?

         Yes _____                  No _____

8.       Ability to Make Investment Decisions

         a.       Do you have such knowledge and experience in financial matters
                  that you are capable of evaluating the merits and risks of the
                  prospective investment in the Company?

                  Yes _____                 No _____

         b.       If the answer to (a) is No, do you intend to use a purchaser
                  representative together with whom you would be capable of
                  evaluating the merits and risks of the prospective investment
                  in the Company?

                  Yes _____                 No _____

9.       Representations and Warranties

         The undersigned represents and warrants as follows:

         a.       The entity has been duly formed and is validly existing and in
                  good standing under the laws of the jurisdiction of its
                  formation with full power and authority to enter into the
                  transactions contemplated by the Subscription Agreement;

         b.       (i)      The entity's officers, partners, managers (or
                           managing members) or trustees of the undersigned who,
                           on behalf of the undersigned, have considered the
                           purchase of the Securities and the advisors, if any,
                           of the corporation, partnership, LLC or trust or
                           other entity in connection with such consideration in
                           this Confidential Investor Questionnaire, and such
                           officers and advisors, if any, were duly authorized
                           to act for the corporation, partnership, LLC or trust
                           or other entity in reviewing such investment; and

                  (ii)     In evaluating the merits and risks of the purchase of
                           the Securities, the corporation, partnership, LLC,
                           trust or other entity intends to rely upon the advice
                           of, or will consult with, the following persons:

         c.       The officers of the corporation, the partners of the
                  partnership, the manager (or managing member) of the LLC or
                  the trustees of the trust or other authorized representative
                  of the entity who, on its behalf, have considered the purchase
                  of the Securities and the advisors, if any, of the
                  corporation, partnership, LLC or trust or other entity who, in
                  connection with

                                      AB-9

<PAGE>

                  such consideration, together have such knowledge and
                  experience in financial and business matters that such
                  officer(s), partner(s), manager(s)/managing member(s),
                  trustee(s) and such advisor(s), if any, together are capable
                  of evaluating the merits and risks of purchase of the
                  Securities and of making an informed investment decision.

10.      Accredited or Unaccredited Investor

         The investor is:

                  ____     A bank as defined in Section 3(a)(2) of the
                           Securities Act of 1933 (the "Securities Act"), or any
                           savings and loan association or other institution as
                           defined in Section 3(a)(5)(A) of the Securities Act
                           whether acting in an individual or fiduciary
                           capacity;

                  ____     A broker or dealer registered pursuant to Section 15
                           of the Securities Exchange Act of 1934;

                  ____     An insurance company as defined in Section 2(13) of
                           the Securities Act;

                  ____     An investment company registered under the Investment
                           Company Act of 1940 or a business development company
                           as defined in Section 2(a)(48) of that Act;

                  ____     A Small Business Investment Company licensed by the
                           U.S. Small Business Administration under Section
                           301(c) or (d) of the Small Business Investment Act of
                           1958;

                  ____     A plan established and maintained by a state, its
                           political subdivisions, or any agency or
                           instrumentality of a state or its political
                           subdivisions for the benefit of its employees, if
                           such plan has total assets in excess of $5,000,000;

                  ____     An employee benefit plan within the meaning of the
                           Employee Retirement Income Security Act of 1974 if
                           the investment decision is made by a plan fiduciary,
                           as defined in Section 3(21) of such Act, which is
                           either a bank, savings and loan association,
                           insurance company, or registered investment adviser,
                           or if the employee benefit plan has total assets in
                           excess of $5,000,000 or, if a self-directed plan,
                           with investment decisions made solely by persons that
                           are accredited investors;

                  ____     A private business development company as defined in
                           Section 202(a)(22) of the Investment Advisers Act of
                           1940;

                  ____     An organization described in Section 501(c)(3) of the
                           Internal Revenue Code, corporation, Massachusetts or
                           similar business trust, or partnership, not formed
                           for the specific purpose of acquiring the securities
                           offered, with total assets in excess of $5,000,000;

                  ____     A trust, with total assets in excess of $5,000,000,
                           not formed for the specific purpose of acquiring the
                           securities offered, whose purchase is directed by a
                           sophisticated person who has such knowledge and
                           experience in financial business matters that such
                           person is capable of evaluating the risks and merits
                           of an investment in the Securities;

                                      AB-10

<PAGE>

                  ____     An entity in which all of the equity owners are
                           accredited investors; or

                  ____     None of the above.

                                    PART III

11.      Prior Investments

         Has the Investor previously purchased securities in a private placement
         or securities which were otherwise subject to substantial limitations
         on transferability?

         Yes_____                           No ______

<TABLE>
<CAPTION>
Other Investments:                                                                     Current Market Value
------------------                                                                     --------------------
<S>                                                                                    <C>
a. Real estate, other than principal residence (directly or

   through partnerships or other entities managed by others)                            ___________________

b. Tax shelter programs (real estate, leasing, oil & gas, cattle)                       ___________________

c. Marketable securities (stocks, bonds, debentures, notes, cash)                       ___________________

d. Speculative or venture capital investments                                           ___________________

e. Other private investment funds (hedge funds, commodity pools)                        __________________
</TABLE>

12.      Purchaser Representative

         Does the Investor intend to use the services of a Purchaser
         Representative in connection with evaluating the merits and risks of an
         investment in the Company?

         Yes _____                          No ______

         If "Yes", please state the name of the Purchaser Representative:

         ____________________________________________________

13.      Taxable Year (check one): [ ] Calendar Year

                                   [ ] Fiscal Year Ending ____________________

14.      Agreements

         The undersigned hereby represents warrants and agrees to the following:

         a.       The information contained in this Confidential Investor
                  Questionnaire is true, complete and accurate and may be relied
                  upon by the Underwriter in determining the undersigned's
                  suitability as a purchaser of the Securities of the Company
                  and in establishing compliance with federal and state
                  securities laws;

                                      AB-11

<PAGE>

         b.       The undersigned understands that any information contained in
                  this Confidential Investor Questionnaire that is untrue,
                  incomplete or inaccurate may result in the undersigned or the
                  Company, or both, being in violation of federal or state
                  securities laws, and that by subscribing to purchase the
                  Securities of the Company and executing this Confidential
                  Investor Questionnaire and the Subscription Agreement
                  contained in this Subscription Packet, the undersigned is
                  agreeing to indemnify the Company and Underwriter from damages
                  arising from those statements or from other matters;

         c.       The undersigned understands that a false statement or
                  representation may constitute a violation of law, and that any
                  person who suffers damage as a result of a false statement or
                  representation may have a claim against the undersigned for
                  damages;

         d.       The undersigned will notify the Underwriter immediately of any
                  material change in any of such information occurring prior to
                  the acceptance of the undersigned's subscription;

         e.       The undersigned understands that the Underwriter may request
                  further information in order to determine the suitability of
                  the undersigned's subscription and in establishing compliance
                  with federal and state securities laws. The undersigned will
                  furnish this additional information promptly if the
                  undersigned desires to have the undersigned's subscription
                  considered further; and

         f.       The undersigned know of no pending or threatened litigation
                  the outcome of which could adversely affect the answer to any
                  questions hereunder.

                  IN WITNESS WHEREOF, the undersigned has completed the
                  foregoing statements and executed this Confidential Investor
                  Questionnaire this ____ day of ____________, 200_.

________________________________
Printed Name of Investor Entity

BY: ________________________________      ________________________________
    Signature of Investor's Authorized    Print Name and Title of Investor's
    Representative                        Authorized Representative

                                      AB-12

<PAGE>

                                SARDY HOUSE, LLC
                     Purchaser Representative Questionnaire

                 To be completed on behalf of all Investors who
                    are utilizing a Purchaser Representative

Please Print or Type:

Name of Investor: ______________________________________________________________

The following information pertains to the Purchaser Representative advising the
Investor:

Name: __________________________________________________________________________

Business Address: ______________________________________________________________

________________________________________________________________________________

Age:  ____________                   Business Telephone: ____________

1.       State your present occupation or position, indicating period of such
         practice or employment and field or professional specialization, if
         any:

2.       State your educational background, including any business or
         professional education, including degrees received, if any:

3.       Describe your prior experience in advising clients with respect to
         investments of this type:

4.       List any professional licenses or registrations (including bar
         admissions, accountant certifications, real estate brokerage licenses,
         SEC or state broker-dealer registrations) held by you:

5.       Describe generally any business, financial or investment experience
         that would help you to evaluate the merits and risks of this
         investment:

6.       State your relationship (family, business, professional, etc.) with the
         Investor:

7.       State whether you or any of your affiliates have any material
         relationship with Sardy House, LLC (the "Company") or any affiliates of
         the Company, whether any such material relationship is understood to be
         contemplated or has been in effect during the last two years. If so,
         describe

                                      AB-13

<PAGE>

         the nature of the relationship and indicate the amount of compensation
         received or to be received as a result of the relationship:

8.       State whether, in advising the Investor in connection with the
         investment in the Company, you will be relying in part on the
         Investor's own experience in certain areas. If so, describe the areas
         where you will be relying on the Investor's expertise:

9.       State whether, in advising the Investor in connection with the
         investment in the Company, you will be relying in part upon the
         expertise of an additional representative. If so, give the name and
         address of that additional representative and describe the area for
         which you will be relying on his expertise:

         I understand that the Company will be relying on the accuracy and
         completeness of my responses to the foregoing questions and I represent
         and warrant to it as follows:

         a.       I am acting as a representative for the above-named Investor
                  in connection with an investment in the Company;

         b.       the answers to the above questions are complete and correct
                  and may be relied upon in determining whether the offering in
                  connection with which I have executed this Purchaser
                  Representative Questionnaire is exempt from registration under
                  the Securities Act of 1933, as amended, pursuant to Regulation
                  D thereunder or otherwise;

         c.       I will notify the Underwriter immediately of any material
                  change in any statement made herein occurring prior to the
                  closing of any purchase by the Investor of an interest in the
                  Company; and

         d.       I personally (or, if I have responded in the affirmative in
                  response to questions 8 and 9 above, together with the
                  Investor or the additional representatives indicated above)
                  have such knowledge and experience in financial and business
                  matters that I am capable of evaluating the merits and risks
                  of an investment in the Company.

I have executed this Purchaser Representative Questionnaire this ____ day of
______________, 200_.

                                          _____________________________________
                                          Signature of Purchaser Representative

                                          ______________________________________
                                          Print Name of Purchaser Representative

                                      AB-14

<PAGE>

                                                                    Exhibit 10.1

                                    EXHIBIT B

                        COMPUTERSHARE TRUST COMPANY, INC.
                                SARDY HOUSE, LLC
                            ESCROW AGENT FEE SCHEDULE

Account Acceptance and Annual Administrative Fee                       $5,000

         The above fee includes the following services:

         - Receipt of the Subscription Agreements

         - Processing the Subscription Funds

         - Verification of the Collection of Subscription Funds

Subscription Agreements Received and Reviewed                          $10 each.

Deposit for Return of Funds to Subscribers                             $150

Return of Funds to Subscribers                                         $20 each

         The above fee is required in the event the following services are
         required:

         - Check issuance

         - Calculation of Interest earned and paid to Subscribers

         - 1099's issued to Subscribers

         - Bank Reconciliation

         - Stationary and Supply Expense

         - Out-of-Pocket Expense

Tax Reporting - Transmittal of Information to IRS                 $250
1099 Issuance                                                     $1.75 per form

Out-of-Pocket Expenses                                            At cost

         - Included but not limited to: attorney fees, printing, stationary,
           express mail charges, wire transfer fees and postage.

THE ACCEPTANCE, ANNUAL AND DEPOSIT FEES ARE PAYABLE AT THE CLOSING OF THE
ESCROW. Special or extraordinary events, such as amendments to the documents or
disputes are not included in the above fees, and we reserve the right to charge
an additional amount based on the time incurred in handling such events should
they occur. Late charges are 1 1/2% per month on outstanding balances owing 45
days from date of invoice.

                                       B-1