FINANCING AGREEMENT FINANCING AGREEMENT, made effective the 4th day of February,
1997,  by and  between  DEBBIE  REYNOLDS  HOTEL & CASINO,  INC.,  F/K/A  HAMLETT
PRODUCTION,  LTD., a Nevada  corporation  ("DRHCI"),  with a principal  place of
business of 305  Convention  Center Drive,  Las Vegas,  Nevada  89109,  and GALT
CAPITAL,  LTD. ("Galt") whose principal place of business is 1201 Walnut, Kansas
City,  Missouri  64141.  RECITALS  A. DRHCI is one of the Makers of a Note dated
December 1, 1994 in the  original  principal  amount of One- Million One Hundred
Thousand Dollars ($1,100,000), originally payable to Source Capital Corporation,
which Note has subsequently been assigned to TPM Financial, Inc. (Which Note may
be referred to as the "TPM Note"),  a true and correct copy of which is attached
as  Exhibit"A".  B. The TPM Note currently has a remaining  outstanding  balance
(including  principal,  interest,  and any  other  amounts  due  thereunder)  of
approximately  $540,000.  The TPM Note is secured  by an Deed of Trust,  Partial
Assignment  of  Time  Share  and/or  Vacation  Interval  Proceeds  and  Security
Agreement  dated  December  1, 1994 (which may be referred to herein as the "TPM
Deed of Trust"), a true and correct copy of which is attached as Exhibit "B". C.
DRHCI is in need of short  term  financing,  D.  Subject  to  various  terms and
conditions,  as set forth below, Galt is prepared to acquire the TPM Note, along
with any and all  rights  under  the TPM Deed of  Trust,  and  make  short  term
advances pursuant to such Note and Deed of Trust. E. The parties desire to enter
into a written agreement setting forth in detail the terms and conditions of the
transaction.  NOW, THEREFORE,  in consideration of the mutual promises contained
in this  Agreement,  the parties agree as follows:  1. GALT TO ACQUIRE TPM NOTE.
Subject to all of the other terms and conditions as set forth in this Agreement,
Galt agrees to use, its best efforts to acquire the TPM Note, 2. ADVANCES  UNDER
THE TPM NOTE.  Subject to the  conditions set forth below,  upon  acquisition by
Galt of the TPM Note,  Galt agrees to make cash  advances to DRHCI in an - I - 

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amount which, when added to the total cost of acquiring the TPM Note, brings the
total to One Million  Dollars  ($1,000,000).  3. TERMS OF TPM NOTE. The terms of
the TPM Note shall  remain  unchanged.  Subject to that  provision,  Galt agrees
that,  until the  expiration  of one hundred  twenty (120) days from the date of
acquisition  of  the  TPM  Note  or  until  the  closing  of  DRHCI's  financing
transaction with ILX Incorporated, whichever occurs first (which may be referred
to herein as the "Due Date" of the obligations), Galt will waive the requirement
for monthly  payments from DRHCI under the TPM Note. If the TPM Note is paid-off
in its entirety by its Due Date,  Galt agrees to waive a portion of the interest
due thereon to the extent that it exceeds  interest at the rate of 12% per annum
on the $1  Million  expended  by Galt to  acquire  the TPM  Note and to make the
additional  advances to DRHCI. As an additional  matter, if the amounts thus due
are paid by the Due Date, Galt agrees to waive any interest on the $100,000 owed
to it as part of the TPM Note, representing the portion attributable to the loan
fee hereunder (see section 5 below). 4. DRHCI TO GRANT STOCK OPTIONS TO GALT. In
consideration  of Galt's  promises  under this Agreement and with respect to the
transaction  generally,  DRHCI agrees to grant to Galt  unrestricted  options to
purchase  260,000  shares of DRHCI common stock at a purchase  price of $.22 per
share.  DRHCI shall  cause,  at its sole  expense,  the  registration  under the
Securities Act of 1933, as amended, of all shares of stock to be issued pursuant
to the options granted under this section, so that all shares issued pursuant to
the  options  shall be fully  tradable  by October  31,  1997.  DRHCI shall also
qualify the shares under  applicable state securities laws. The options shall be
exercisable  at any time  within the three (3) year  period from the date of the
acquisition of the TPM Note and the advances called for hereunder.  It is agreed
and understood that the options shall not be subject to dilution.  To the extent
that any  additional  stock is issued by DRHCI  that  would  have the  effect of
diluting the options,  or to the extent that other options,  warrants,  or other
purchase rights are issued which would have the effect of diluting the ownership
of stock in DRHCI in the, event that the options were exercised, then additional
options  shall be  granted  to Galt  sufficient  to  permit it to  maintain  its
percentage  of  ownership  at two percent  (2%) of the total stock  ownership of
DRHCI,  if all such options were to be exercised.  DRHCI warrants that there are
currently   13,000,000  fully  diluted  shares  outstanding   including  without
limitation  shares of stock,  warrants,  options,  and the like.  Galt's options
shall be divisible and  assignable by it. The dilution  restrictions  imposed by
this  section  will be  effective  for a  period  of  eighteen  months  from the
acquisition  by Galt of the TPM Note. 5. LOAN FEE. Upon the  acquisition by Galt
of the TPM Note and the making of the  advances  to DRHCI  called for under this
Agreement, DRHCI agrees that it shall be obligated to Galt for a loan fee in the
amount of  $100,000.  Galt agrees to defer - 2 - 

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 Exhibit "D".
DRHCI warrants and represents that the TSI Title Preliminary Report is accurate,
except with the addition of one judgment,  which has been orally disclosed,  Any
other  liens  against  the Real  Estate for  mortgages,  deeds of trust,  taxes,
judgments,  or otherwise are as disclosed in the Title Report. c) To the best of
the knowledge of DRHCI,  and its Officers and Directors,  the Real Estate has no
environmental problems.  Specifically, there are no material amounts of asbestos
in the  structures  situated  on the Real  Estate,  and there  are no  hazardous
materials or other pollutants suspected, known, or believed to be present on the
Real Estate.  DRHCI and its Officers and  Directors  have made due inquiries and
understand  and  believe  these  representations  to be true  and  accurate.  9.
CONDITIONS TO GALT'S  OBLIGATIONS.  It is expressly agreed by the pages that the
following  constitute  absolute  conditions to any and all of Galt's obligations
hereunder,  including but not limited to the acquisition of the TPM Note and the
making of any advances thereunder as called for thereunder in this Agreement: a)
That all of the warranties and  representations  made by DRHCI in this Agreement
are accurate,  true, and correct as of the date hereof and as of the date of the
acquisition  of the TPM  Note and of any  advances  thereunder.  b)  That,  upon
completion of the  acquisition  by Galt of the TPM Note,  and upon the making of
any  advances  by Galt as called  for in this  Agreement,  the TPM Deed of Trust
shall secure Galt to the full extent of the $1.1 Million  obligation  of the TPM
Note,  pursuant to the TPM Deed of Trust,  and that Gait's security with respect
to that obligation  shall be subordinate  only to the Bennett Mortgage (only the
first  mortgage)  described  above.  c) That  there  shall be  issued  to Galt a
mortgagee's  or lender's  policy of title  insurance in the amount of $1,100,000
issued  by  Fidelity  National  Title  on  a  standard   California  Land  Title
Association  Standard  Coverage form policy,  describing the Real Estate,  which
policy: (i) specifically  insures that Galt's lien for $ 1,100,000 under the TPM
Deed of Trust is  subordinate  only to the  Bennett  Mortgage  (only  the  first
Mortgage)  described  above,  and is prior to and  superior  to any other  liens
against  the  Real  Estate;  and  (ii)  is  subject  only  to  those  exceptions
specifically  approved by Galt.  10.  GALT'S  RIGHT TO ASSIGN.  It is agreed and
understood  that  Galt  shall  have  the  unrestricted  right  to  permit  other
individuals  and/or entities to participate with it in the transaction  which is
the subject of this Agreement,  so long as Galt continues - 4 - 
to participate
personally in the transaction. To the extent of such participation,  which shall
be determined in Galt's sole discretion,  Gait shall have the right to assign to
such  individuals  or entities  who  participate  with Galt in this  transaction
proportionate  shares of its rights under this  Agreement  and under the related
documents which are part of this transaction.  11. FINANCING COSTS TO BE PAID BY
DRHCI.  DRHCI  specifically  agrees that it will pay any and all of Gait's costs
associated with this transaction, including, attorneys' fees incurred by Galt in
correction  with the  transaction,  any and all filing fees or documentary  deed
taxes or fees of any kind, fees payable to a title company for closing,  and the
costs of  obtaining  the  mortgagee's  or lender's  policies of title  insurance
referred  to in sections 9 and 14 above.  Amounts for the  payments of such fees
and  expenses  shall be paid  out  directly  to the  designated  recipients  and
considered as advances made with respect to the TPM Note.  12.TRANSFER OF SHARES
OF ILX INCORPORATED. As additional consideration to Galt, upon completion of the
ILX  Incorporated  transaction  described  above,  DRHCI  agrees to transfer and
assign  50,000  shares of ILX  Incorporated  stock to Galt free and clear of any
obligations and subject to no restrictions greater than those to which ILX stock
held by DRHCI is subject.  13.DEFAULT BY DRHCI.  Under this Agreement,  or under
the TPM Note or the TPM Deed of Trust, Galt shall be entitled to avail itself of
any and all  remedies  available  to it  under  the TPM Note and the TPM Deed of
Trust, along with any other security given by or on behalf of DRHCI, and, to the
extent not otherwise provided for thereunder,  Galt shall be entitled to recover
from  DRHCI  and any  Guarantor  hereunder  all of its  costs  and  expenses  in
connection therewith, including reasonable attorneys' fees,, whether or not suit
is  commenced.  In  addition,  in the  event  of any  default  in  payments  due
hereunder,  interest  shall accrue on any amounts in default at the default rate
of  interest  provided  for in  the  TPM  Note.  14.CONTINGENCY  FOR  ADDITIONAL
SECURITY.  In the event that DRHCI is unable to satisfy the  condition set forth
in section 9.c)  pertaining  to full title  insurance  coverage,  Galt agrees to
complete the transaction on the following additional conditions:  a) DRHCI shall
provide additional  security for Galt by way of an unconditional  first mortgage
against  real estate owned either by Debbie  Reynolds or Selden  Enterprises,  a
limited  Partnership  owned directly or indirectly by her,  against a strip mail
located in California, which DRHCI has represented as having an estimated market
value in  excess  of  $600,000  (it  being  understood  that,  in the event of a
default,  Gait, in its discretion  and judgment,  will seek first to satisfy its
claim out of the Real Estate secured by the TPM Deed of Trust). - 5 - 

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b) DRHCI
shall procure for Gait a mortgagee's  title  insurance  policy  insuring  Galt's
mortgage  against such real estate at least to an amount equal to the difference
between $1.1 Million and the amount of title insurance coverage (insuring Gait's
security  position as  superior to all other liens other than the Bennett  First
Mortgage) with respect to the, Real Estate secured by the TPM Deed of Trust. 15.
MISCELLANEOUS  PROVISIONS.  The parties agree: a) This Agreement  represents the
entire agreement  between the parties  pertaining to its subject matter. b) This
Agreement  shall be  binding  upon and  shall  benefit  the  parties  and  their
respective successors, assigns, heirs and personal representatives.  c) Whenever
possible,  each provision of this  Agreement and each related  document shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  of  this  Agreement  or any  related  document  shall  be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  only  to the  extent  of such  prohibition  or  invalidity  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement or such related documents.  d) This Agreement may not be and shall not
be deemed or construed to be modified, amended, rescinded, canceled or waived in
whole or in part  except by written  instrument  signed by the  parties.  e) All
representations,  warranties,  covenants  and  undertakings  contained  in  this
Agreement shall survive the closing of this  transaction and the delivery of any
documents or instruments. f) All notices, requests,  covenants, demands, waivers
and other  communication  required or  permitted to be given shall be in writing
and shall be  deemed to have been  properly  given if  delivered  personally  or
mailed first class,  postage  prepaid,  by registered  or certified  mail to the
addresses set forth above. Such notices shall be given to such other persons and
addresses  as a party  shall  specify in  writing.  g) This  Agreement  shall be
governed by Nevada law. h) This Agreement may be executed in counterparts,  each
of which will be deemed an original but which, together, will constitute one and
the same  instrument.  However,  in making  proof hereof it will be necessary to
produce only one copy hereof - 6 - 

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signed by the party to be charged. Proof of
execution may be transmitted by facsimile transmissions among the parties (which
term, as used herein,  includes  Guarantors).  Upon  transmission of a facsimile
copy of the executed signature page of this Agreement to any other party or to a
designated   agent,   the  party  so  transmitting   the  signature  page  shall
conclusively  be deemed to have executed the Agreement and to be bound  thereby,
subject only to the  obtaining  of  signatures  of all the  parties.  IN WITNESS
WHEREOF,  the parties executed this Financing Agreement effective as of the date
indicated.  DEBBIE REYNOLDS HOTEL & CASINO, INC., F/K/A HAMLETT PRODUCTION, LTD.
BY:/s/ Debbie Reynolds,  Chairperson of the Board, Secretary By:/s/ Todd Fisher,
President and Treasurer GALT CAPITAL LTD.  By:/s/  Gregory Orman,  President FOR
VALUABLE CONSIDERATION,  the undersigned, DEBBIE REYNOLDS and TODD FISHER, whose
principal place of business is 305 Convention  Center Drive,  Las Vegas,  Nevada
89109,  agree to fully  and  unconditionally  guaranty  the  performance  of all
obligations  of  Debbie  Reynolds  Hotel &  Casino,  Inc.  under  the  Financing
Agreement as set forth above,  and under the TPM Note and the TPM Deed of Trust,
and further warrant and represent to Galt Capital,  Ltd. that the warranties and
representations contained in the Financing Agreement are true and correct. 7 - 

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Dated:  February 4,1997  AMENDMENT TO DEED OF TRUST THESE PRESENTS,  executed at
Las Vegas, Nevada, this 4 day of February,  1997 , by the undersigned,  Trustor,
Trustee, and Beneficiary.  WITNESSETH THAT: 1. The undersigned parties are named
respectively as Trustor,  Trustee, and Beneficiary in that certain Deed of Trust
recorded as Document No. 01626 in Book 941202 of Official Records, in the office
of the County  Recorder of Clark County,  State of Nevada,  and none of them has
transferred any interest under or in connection with the same. 2. As of the date
hereof  said  Beneficiary  has made an  additional  loan of  $1,000,000  to said
Trustor evidenced by a promissory note, executed and delivered by the Trustor to
the undersigned Beneficiary. 3. It has been and is hereby mutually agreed by and
between the  parties  hereto  that in  addition  to the  obligations  originally
secured  thereby,  the Deed of Trust  referred to in  Paragraph  1 hereof  shall
secure  performance of all of the  obligations  evidenced by the promissory note
referred to in Paragraph 2 above. IN WITNESS  WHEREOF,  the undersigned  parties
have executed  these  presents.  Debbie  Reynolds  Hotel & Casino,  Inc.  Debbie
Reynolds  Resorts,  Inc. By:/s/ Todd Fisher,  President and CEO County Mgr. Galt
Capital  By:/s/  Rogena  D.  Horowitz  STATE OF  NEVADA  COUNTY  OF  CLARK  This
instrument  was  acknowledged  before me on February 4, 1 997 by Todd Fisher and
Terrance L. Hatch TSI Title & Escrow,  Inc. By:/s/ Terrance L. Hatch, V.P. and 

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Notary Public:  /s/Bernadette  Jane Sterling This  instrument  was  acknowledged
before me on  February 5, 1997 by Rogena D.  Horowitz,  as  beneficiary  of Galt
Capital Notary Public: /s/ Kristina A. Heffner 


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