<PAGE>

                                                                   Exhibit 10.13

                                    [FORM OF]

                             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 5, 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 ___________________, 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
____________________, 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 April 30, 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 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.

<PAGE>

         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 to the
following account:

                  Bank: ______________________________________
                  ABA #: _____________________________________
                  Account #: _________________________________
                  Account Name: Computershare Trust Company, Inc., as Escrow
                                Agent for Sardy House, LLC

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.

                                       2

<PAGE>

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

                                       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.

                                       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.

         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

                                       5

<PAGE>

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

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

                                       6

<PAGE>

         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]

                                       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:

________________________________________________________________________________

                                       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__.

                                       9

<PAGE>

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

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__.

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__.

                                       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__.

                                       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__.

                                       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__.

                                       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__.

                                       14

<PAGE>

                                                                   Exhibit 10.13

                                                                       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 the
                  employee benefit plan has total assets in excess of $5,000,000
                  or, if a self-

                                       A-1

<PAGE>

                  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: _________________________________

                                       A-2

<PAGE>

                                                                   Exhibit 10.13

                                                                       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):

________________________________________________________________________________

                                       B-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):

   Order of INVESTMENT OBJECTIVES of
   Subscriber [or of minor(s), not
   custodian]: Number preferences from
   1 (most preferred) to 3 (least
   preferred). Reminder: This
   investment is most appropriate for
   persons seeking primarily a
   long-term secondary residence
   opportunity and secondarily
   possible long-term capital
   appreciation associated with such
   residence.

 Secondary Residence Opportunity: _____

  Long Term Capital Appreciation: _____

                  Current income: _____

                       Liquidity: _____

                           Other: _____

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 _____

                                       B-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

                                   MAJOR (AREA OF
COLLEGE OR UNIVERSITY                  STUDY)               DEGREE(S)
__________________________         _______________       ______________

__________________________         _______________       ______________

__________________________         _______________       ______________

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 _____

                                       B-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

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

                                       B-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.

                                       B-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):

   Order of INVESTMENT OBJECTIVES of
   Subscriber [or of minor(s), not
   custodian]: Number preferences from
   1 (most preferred) to 3 (least
   preferred). Reminder: This
   investment is most appropriate for
   persons seeking primarily a
   long-term secondary residence
   opportunity and secondarily
   possible long-term capital
   appreciation associated with such
   residence.

Secondary Residence Opportunity: _____

 Long Term Capital Appreciation: _____

                 Current income: _____

                      Liquidity: _____

                          Other: _____

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?

                                       B-7

<PAGE>

                  Yes _____                 No _____

                                     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.

                                       B-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,

                                       B-9

<PAGE>

                  if any, of the corporation, partnership, LLC or trust or other
                  entity who, in connection with 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

                                      B-10

<PAGE>

                           business matters that such person is capable of
                           evaluating the risks and merits of an investment in
                           the Securities;

                  ____     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

                                      B-11

<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 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                Print Name and Title of
             Authorized Representative              Investor's Authorized
                                                    Representative

                                      B-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 the

                                      B-13

<PAGE>

         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

                                      B-14