ENGAGEMENT AGREEMENT

                                 BY AND BETWEEN

                     W. G. NIELSEN & CO. AND SARDY HOUSE LLC





This Engagement Agreement (also referred herein as the "Engagement" or the

"Agreement") confirms our mutual understanding regarding the retention of W.G.

NIELSEN & Co (also referred to as the "Advisor") and SARDY HOUSE LLC (also

referred to as the "Company"), and the Company's sole member, North and South

Aspen, L.L.C. (also referred to herein as the "Holder"), as their exclusive

financial advisor and underwriter with respect to the proposed Transaction. As

used in this Engagement Agreement the term "Transaction" shall refer to the

public, registered sale, on a best efforts all or none minimum, best efforts

maximum basis, of the Company's newly issued membership interests to investors

(the "Offering").



As the Company's financial advisor and underwriter, we will act on behalf of the

Company and will provide independent advice and counsel on issues of a financial

nature pertaining to this Engagement. Advisor will report directly to Daniel

Delano and Frank Peters as the authorized representatives of the Company's

Manager and Member. Advisor will keep same apprised of our activities as

requested to our progress on a going forward basis.



In carrying out this assignment, Advisor recognizes that sales of membership

interests pursuant to the Offering may be solicited by the Company or by the

Holder. The Company and Holder recognize that any such solicitation needs to be

in strict compliance with all applicable federal and state securities laws and

regulations. The Company, Holder and Advisor will coordinate their efforts and

work closely with each other and the Company's in-house staff to assist the

Company and Holder in their overall program to achieve various corporate

objectives and remain in compliance with all applicable federal and state

securities laws and regulations.



1.     The financial and investment banking services and activities Advisor

       anticipates performing over the entire course of this Engagement for the

       Company can be generally described as follows:



       PREPARATION OF THE OFFERING MATERIALS. Advisor will work with the Company

       and its counsel to prepare all necessary documentation for the Offering.

       This includes, but is not limited to, the preliminary prospects, final

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