Exhibit 10.32

ILX Incorporated definitive agreement dated October 30, 1996.

<PAGE>

                       Debbie Reynolds Hotel Acquisition
                          Memorandum of Understanding

ILX Incorporated, an Arizona Corporation (NASDAQ: ILEX), will acquire by
purchase the Debbie Reynolds Hotel & Casino situated in Las Vegas, NV from
Debbie Reynolds Hotel & Casino, Inc. for the purchase price of $16,800,000,
payable as follows:

          $5,100,000     by assumption of certain existing mortgage indebtedness

          $4,200,000     payable in cash

          $7,500,000     payable by issuance of 3,750,000 shares of ILX 
                         Incorporated common stock with a registration statement
                         to be filed on an appropriate form with the SEC within 
                         90 days of closing.

The obligation of ILEX to consummate this  transaction is expressly  conditioned
upon  the  execution  of a  definitive  agreement  which,  among  other  salient
provisions,  requires the continued presence,  cooperation, and participation of
Ms.  Debbie  Reynolds in future  activities of the hotel & casino and other ILEX
related businesses to be set forth in detail in another definitive agreement.

Both parties will commence  immediately to complete all remaining due diligence,
take any and all appropriate  corporate action and seek governmental  approvals,
if any,  pertaining to the transactions  contemplated  with a view to closing in
the fourth quarter of 1996.

Dated this 27th day of September, 1996.

Debbie Reynolds Hotel & Casino, Inc.        ILX Incorporated

/s/ Todd Fisher                             /s/ Joseph P. Martori
---------------------------                 ----------------------------
Todd Fisher, CEO                                Joseph P. Martori, 
                                                Chairman
<PAGE>

                                 AGREEMENT FOR

                              PURCHASE AND SALE OF

                         DEBBIE REYNOLDS HOTEL AND CASINO
                               LAS VEGAS, NEVADA


SELLER:  DEBBIE REYNOLDS HOTEL & CASINO, INC. 
         a Nevada corporation

         DEBBIE REYNOLDS RESORTS, INC.
         a Nevada corporation

BUYER:   ILX INCORPORATED 
         an Arizona corporation 
         or its nominee

DATE     October 30, 1996


<PAGE>





                         AGREEMENT FOR PURCHASE AND SALE

THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") is made as of the 30th day of
October  1996, by and between  DEBBIE  REYNOLDS  HOTEL & CASINO,  INC., a Nevada
corporation and its wholly owned  subsidiary  DEBBIE REYNOLDS  RESORTS,  INC., a
Nevada corporation  (collectively  "Seller"),  and ILX INCORPORATED,  an Arizona
corporation, or its nominee ("Buyer").

                                R E C I T A L S

     A. Seller is the owner of certain real property  located in the city of Las
Vegas,  Clark  County,  Nevada,  comprised of a resort hotel and casino known as
Debbie  Reynolds Hotel and Casino (a portion of which has been  timeshared)  and
certain related personal property and rights,  tangible and intangible,  as more
particularly  described below (the real and personal  property and rights may be
referred to herein as the "Resort", as such term is more fully defined below).

     B. Seller has agreed to sell, and Buyer has agreed to purchase,  the Resort
pursuant to the terms and conditions set forth below.

     NOW, THEREFORE,  In consideration of the mutual covenant and conditions set
herein, the sufficiency of such consideration  being  acknowledged,  the parties
hereby agree as follows:

                                   AGREEMENT

Section 1.        Sale of Resort

     1.01.  Seller shall sell to Buyer, and Buyer shall purchase from Seller, at
the price and upon the terms and conditions set forth in this Agreement:

          (a) All that real  property  located in the County of Clark,  State of
     Nevada,  described in Exhibit "B" attached hereto and incorporated  herein,
     together with all rights, privileges,  easements and appurtenances thereto,
     including,  without limitation, all of Sellers right, title and interest in
     and to any  appurtenant  land lying  within the right of way of any street,
     road or alley, whether completed or proposed (the "Property").

          (b)  All  existing  and  proposed   buildings,   parking   facilities,
     structures,  signs,  improvements,  tenements,  fixtures and  appurtenences
     presently  located on, under or about the Property and any additional items
     located thereon at the time of Closing ("Improvements").

          (c) All of the Resort,  restaurant,  lounge, museum, showroom, casino,
     gift  shop,  back  bar,  common  area,  and other  furniture,  furnishings,
     equipment , fixtures, improvements,  inventory, supplies and other items of
     personal property and any vehicles  customarily  located on the Property or
     used  primarily in connection  with the Resort,  including  those items set
     forth an Exhibit "C" attached hereto and Incorporated herein (the "Personal
     Property"), but specifically excluding those items set forth on Exhibit "T"
     attached hereto and incorporated herein;

                                      -1-


<PAGE>



          (d) All  customer  lists,  timeshare  leads,  and rental  and  booking
     information  owned by Seller (the  "Ledgers") and used in conjunction  with
     the operation of the Resort:

          (e) All of seller's right title and interest in and to: (i) any losses
     affecting the Resort (the  "Leases")  that have not been paid as of Closing
     and  that  Buyer  specifically  agrees  to  assume,  if any,  and  (ii) any
     management service, concession maintenance, utility and other contracts and
     agreements with respect to the maintenance and operation of the Resort (the
     "Service Contracts");

          (f)  All  of  seller's   right  title  and  interest  in  and  to  all
     architectural drawings,  plans and specifications,  shop drawings and other
     design  or  construction  documents  relating  to  the  present  or  future
     development of the Resort and construction of the Improvements  (the "Plans
     and Specifications");

          (g) All of seller's  right title and interest in and to any and all of
     the  following  to the extent  that they  arise out of, are  related to the
     construction  or  development,  or are,  or have at any time been,  used in
     connection  with the Resort (i)  warranties,  guarantees and Indemnities in
     favor of Seller and claims of Seller  against  third  parties  with respect
     thereto,  with the  exception of those claims  described on Exhibit  10-KSB
     attached  hereto  and   incorporated   herein.   (ii)  licenses,   permits,
     certificates of occupancy or similar  documents,  contract rights and other
     agreements,  whether oral or In writing,  incident to the  operation of the
     Resort to the extent transferrable,  (iii) the goodwill associated with the
     Resort (iv) all designs,  surveys, site plans, plats,  operating materials,
     engineering  reports and other technical  descriptions,  (v)  transferrable
     licenses  and permits  necessary  to operate the Resort as it is  presently
     being operated,  and (vi) all other contracts,  assets, and rights owned by
     Seller,  relating  to  the  business,   maintenance,   construction  and/or
     operation of the Resort  (collectively  the "Contract Rights and Intangible
     Assets");

          (h)  All  of  seller's   right  title  and  interest  in  and  to  any
     transferable  licenses and permits,  including without limitation alcoholic
     beverage  licenses,  used In the  operation  of the  Resort  and all  other
     personal property or rights, tangible or intangible, located at and used in
     the operation of the Resort (collectively "Miscellaneous Items") ;

          (i) All of  seller's  right  title and  interest  in Resort  telephone
     numbers and  marketing  materials  used in  marketing  the Resort,  whether
     located  at  the  Resort  or  elsewhere,   including  existing  videotapes,
     photographs,   brochures,   film  copy  and   anything   relating   thereto
     ("Advertising Materials"); and

          (j)  All of  Seller's  right  title  and  interest  in  the  timeshare
     operation  on the  Property  and any OPC  license or lease (the  "Timeshare
     Operation") and all "in-house" timeshare contracts, purchase agreements and
     notes receivable  resulting from sales of timeshare Intervals at the Resort
     prior to Closing and not sold to lenders (the "Timeshare  Paper"),  as more
     particularly described on Exhibit A.


                                      -2-


<PAGE>




     All of the items  described  in  subparagraphs  (a)  through  (j) above are
     referred  to in this  Agreement  collectively  as the  "Resort".  Any items
     excluded from the foregoing are set forth on Exhibit "T" attached hereto.


     1.02 Seller  shall  convey and Buyer shall accept title to the Property and
improvements in accordance with the terms of this Agreement by general  warranty
deed (Exhibit "D"),  subject to all matters of public record shown on the Owners
Title Policy, current taxes and current assessments, and any matter shown on the
A.L.T.A.  survey of the Property  described in paragraph 3.04 below and approved
by Buyer  (collectively the "Permitted  Exceptions").  The Personal Property and
Advertising  Materials  shall be conveyed to Buyer by Bill of Sale (Exhibit "E")
to be executed and  delivered by Seller at Closing,  free and clear of liens and
encumbrances  except  the First Lien (as  described  hereinafter).  The  Leases,
Service  Contracts,  Ledgers,  Plans and  Specifications,  Miscellaneous  Items,
Timeshare Operation, Timeshare Paper, and Contract Rights and Intangible Assets,
shall be conveyed by Seller pursuant to an Assignment of Leases, Contract Rights
and  Intangible  Assets  (Exhibit  "F")  or  other  appropriate   assignment  or
conveyance  document  free and clear of all liens  except the First Lien,  to be
executed and delivered by Seller and Buyer at Closing.

Section  2.       Purchase Price, Appointments, Escrow Agent

     2.01 The purchase  price  ("Purchase  Price") to be paid by Buyer to Seller
for  the  Resort  shall  be  SIXTEEN  MILLION  EIGHT  HUNDRED  THOUSAND  DOLLARS
($16,800,000.00),  plus  any  additional  sum  for  inventories  existing  as of
Closing, payable as follows:

          (a) Four Million Two Hundred Thousand Dollars  ($4,200,000.00) In cash
     at Closing (the "Down  Payment"),  plus any additional sum representing the
     cost of any Resort Inventory of liquor,  food,  beverages and the gift shop
     (the  "Inventory"),  to be  valued  as  agreed  by the  parties  at a joint
     inventory  conducted  prior to Closing and as close thereto as practicable,
     all of which shall be used by Seller to satisfy the  obligations  of Seller
     described on Exhibit "P".;

          (b)  Five  Million  One  Hundred  Thousand   Dollars   ($5,l00,000.00)
     (adjusted to the actual  balance of principal  and interest at Closing) by,
     at Buyers  option,  either (i)  assumption at Closing of seller's  existing
     obligation on the existing promissory note, deed of trust or mortgage,  and
     other loan and  security  documents  by Seller in favor of Resort  Funding,
     Inc.,  attached  hereto  as  Exhibit  "G"  (the  "  First  Lien"  or  "Loan
     Documents"),  or (ii) paying the loan  evidenced  by the Loan  Documents in
     full at Closing; and

          (c) Seven Million Five Hundred  Thousand  Dollars  ($7,500,000.00)  by
     issuance  at  Closing  of  three  Million  seven  hundred  fifty   thousand
     (3,750,00) shares of ILX incorporated  Common Stock (the "Shares"),  valued
     for purposes of this agreement at Two Dollars ($2.00) per share. Such stock
     will be included in a registration  statement to be filed on an appropriate
     form with the United States Securities & Exchange  Commission within thirty
     (30) days after the date of substantial  completion of those Exhibits to be
     attached hereto hereinafter that provide material Information or additional
     term  to  the  overall  transaction   required  to  be  disclosed  in  such
     registration statement.


                                      -3-
<PAGE>

     2.02 Except as set forth In  paragraph  1.01 and 2.03,  Seller shall retain
all the rights and all the  obligations  with  respect  to all  obligations  and
liabilities  of the Resort and its  operation  arising  from or  relating to the
period on and prior to the date of Closing,  including without  limitation,  all
accounts  payable,  employees and employee  claims,  salaries and wages payable,
vacation pay for  vacation  earned,  and payroll  taxes  associated  therewith ,
unbooked accounts payable, accounts receivable, cash, cash equivalents, security
deposits,  utility and telephone payments, utility deposits, bank deposits, bank
and operating accounts,  and all other obligations for the Resort existing as of
and on the Closing Data and for the period prior thereto, as well as for its pro
rata share of current  real  property  taxes and current  assessments  as of the
Closing Date.  Seller's  prorata share of real  property  taxes and  assessments
shall be paid to Buyer in cash on the  Adjustment  Date as defined in  paragraph
hereof if not known and  prorated  at  Closing.  Buyer,  its wholly  owned
subsidiary,  or through a management company as Buyer may employ,  shall receive
payments paid to the Resort on all seller's accounts  receivable  existing as of
the  Closing  Date as seller's  agent and shall  remit all  amounts  received to
Seller  within  thirty (30) days of receipt such receipt of accounts  receivable
shall be undertaken In the usual and ordinary  course of the Resort business and
Buyer shall not be required to undertake  any  solicitations  or other effort or
legal action to collect  Receipt of free accounts  receivable as set forth above
shall be without  cost to Seller.  Any  payment  other than cash  delivered  for
Seller  shall  be  transmitted  in kind by  Buyer  without  recourse  to  Buyer.
Adjustment for cash security deposits, prepaid or accrued expenses shall be made
as provided In paragraph 2.03 below.

     2.03  Buyer and  Seller  agree that a  prorated  net  adjustment  (the "Net
Adjustment")  shall be computed as of the Closing Date for any amounts  actually
paid to (or to be paid to) and for any amounts  actually  paid by (or to be paid
by) one party,  but otherwise under this Agreement  belonging to the other party
or chargeable to the other party, as the case may be. The computation of the Net
Adjustment  will be made as of the Closing  Date and  exclude  the cash  payment
described in paragraph 2.01 (a) above.  Buyer and Seller agree to use their best
efforts to ensure that a full  accounting of the Net  Adjustments be Provided no
later than the Closing Date to the extent  practicable (the "Adjustment  Date").
If Seller owes the Net Adjustment to Buyer,  then Buyer shall deduct such amount
from the Down Payment as of the Closing Date.  If Buyer owes the Net  Adjustment
to Seller,  such  amount  shall be added to the Down  Payment as of the  Closing
Date. The parties  acknowledge  that some items subject to adjustment may not be
received  prior to the  Adjustment  Date,  and  wherever  the context  requires,
Adjustment Date shall also mean  Supplemental  Adjustment Date as defined below.
Accordingly, there will be a supplemental adjustment determined thirty (30) days
after the  Closing  Date or such other date or dates as the parties may agree or
which  may  be  necessary  if  all   information  has  not  been  received  (the
"Supplemental  Adjustment  Date(s)")  for such  items,  with  such  supplemental
adjustments to be made as of the Closing Date and paid to the other party within
ten(10)days after the Supplemental  Adjustment Date. Buyer and Seller agree that
adjustments will include, but not necessarily be limited to, the following:

          (a) Sales and Other Taxes. Any sales,  transaction privilege gaming or
     other  periodic  taxes  (except  Seller's  corporate  income  tax) based on
     Pre-Closing Resort revenue, which taxes having been collected and not paid,
     or which are due or to become due and the amount known or  determinable  at
     Closing, shall be paid by Seller at Closing.  All other such amounts not so
     determinable  on or before the Adjustment  Date,  shall be an adjustment in
     favor of Buyer unless 


                                      -4-
<PAGE>

     otherwise paid by Seller. Upon presentation by Buyer of a copy of the sales
     or  other  tax  return,  with  an  allocation  of  seller's  responsibility
     therefore,  Seller shall  reimburse  Buyer for such amount  within ten (10)
     business days after the date of such presentation.

          (b)  Insurance.  If Buyer  continues  any  insurance  that  Seller has
     previously  obtained with respect to the Resort,  Buyer agrees to reimburse
     Seller for the proportionate share of insurance costs prepaid by Seller for
     any coverage continued by Buyer after Closing,  shall be prorated as of the
     Closing Date.

          (c)  Certain  Payments.  All  Lease,  Service  Contract,  utility  and
     telephone payments shall be prorated as of the Closing Date.

          (d) Customer Deposits and Prepayments.  All unearned customer deposits
     and prepayments for services to be performed or goods to be delivered after
     Closing shall be prorated in favor of Buyer as of the Closing Date.

          (e) Utility and Equipment  Lease  Deposits.  All utility and equipment
     lease  deposits  shall be  assigned  to Buyer at  Closing  and  shall be an
     adjustment in favor of Seller on the Adjustment Date.

          (f) License Fees. Any prepaid license fees shall be prorated as of the
     Closing  Date  and  shall  be an  adjustment  in  favor  of  Seller  on the
     Adjustment Date.

          (g) Employee and Payroll Related  Expenses.  At buyer's option,  Buyer
     may require that all or any part of the resort's employees resign as of the
     Closing  Date.  To the  extent  not so  required  by Buyer,  any  workman's
     Compensation  premium deposits to be utilized by Buyer shall be prorated to
     the  Closing  Date,  and shall be an  adjustment  in favor of Seller on the
     Adjustment Date. Current wages,  salaries,  vacation and sick leave accrued
     as of the  Closing  Date  shall be an  adjustment  in favor of Buyer on the
     Adjustment  Date  computed  as if the  vacation  will be taken and the sick
     leave used.  For purposes of the  foregoing,  paid  vacation and sick leave
     shall be deemed paid on a first accrued-first paid basis,

          (h) Ledgers.  All amounts receivable for lodging provided prior to the
     Closing Date, as shown on the Ledgers,  shall be receivables to be received
     by Buyer on behalf of Seller or, set forth above.

          (i) To  the  extent  the  foregoing  prorations  and  adjustments  are
     specifically  dealt  with in the  Hotel  Facilities  Lease,  they  shall be
     resolved herein in a manner consistent with that document

          (j)For all Purposes of proration and allocation of responsibility  and
     liability as described in this Agreement, Closing Date and the period prior
     thereto are  allocated  to the Seller and the period after the Closing Date
     is allocated to the Buyer. The words 'as of' or "on" the Closing or Closing
     Date or similar wording,  as well as the words "Closing"' or "Closing Date"
     where appropriate in the context shall be interpreted accordingly,


                                      -5-
<PAGE>


2.04     The items below shall be paid as follows:

     (a) Seller shall pay all of the  obligations  described on Exhibit "P" from
the Closing funds through the Escrow Agent.

     (b) Seller and Buyer shall each pay one-half  (1/2) of the standard  escrow
charges in connection with this Agreement.

     (c) The cost of the owners  title policy  provided  for in  Paragraph  8.01
shall be paid on the Closing Date as follows:

          (i)  Seller  shall be  charged  an  amount  equal to the  premium  for
     standard coverage; and

          (ii) Buyer shall pay the additional premium for extended coverage, and
     the cost of any special endorsements as may be desired by Buyer.

     (d) The cost of any extended  lender's title insurance policy shall be paid
in full by Buyer.

     2.05 Seller and Buyer hereby acknowledge and agree that the Purchase Price,
for all purposes relating to this Agreement shall be allocated among the various
assets  comprising  the Resort as the parties  shall  mutually  agree In writing
prior to the end of the Feasibility Period and attached hereto as Exhibit "H".

     2.06 First American Title Insurance Company, Las Vegas, Nevada shall act as
the escrow agent ("Escrow Agent")  hereunder and shall,  among other things,  on
the  Closing  Date,  assume  responsibility  for  recording  and/or  filing  all
necessary  documents  resulting  herefrom,  and shall cause the  issuance of the
policies of title  insurance  required  under  Section 8,  together  with proper
issuance  of any  reinsurance  agreements  pertaining  to such  title  insurance
policies,  and otherwise  accomplish  the provisions by signing in the indicated
place on the signature page of this Agreement. The parties agree, if required by
Escrow Agent,  to execute and enter into Escrow agent's  standard form of escrow
instructions,  all with  such  modifications  as the  parties  shall  reasonably
request.

Section 3. Feasibility and Investigation

     3.01 In  consideration  of Buyer entering into the mutual covenants in this
Agreement at any time on or prior to the  sixtieth  (60th) day after the date of
this Agreement (or as other Terms of this Agreement may specifically extend such
period) (the  "Feasibility  Period"),  Buyer may cancel this  Agreement  and all
agreements relating thereto (except for Its Indemnity relating to disturbance of
the Resort as  described  below in this  Section) for any reason  whatsoever  in
Buyer's  sole and absolute  discretion,  by providing to Seller and Escrow Agent
written notice of such  cancellation.  ln the event Buyer timely gives notice of
cancellation  in accordance  with the provisions  hereof,  this Agreement  shall
become null and void and of no further  force or effect  whatsoever  and neither
party shall have any further rights or obligations to the other


                                      -6-
<PAGE>

hereunder  or by reason  hereof  except for those  provisions  hereof  which are
expressly  stated to survive the  termination of this  Agreement.  If,  however,
Buyer shall fail to give notice of buyer's election to cancel at the time and in
the  manner as above  provided,  then Buyer  shall be deemed to have  waived its
right to do so and Buyer shall continue to be bound by the remaining  provisions
of this Agreement.

     3.02  Buyer  shall have the right to enter and  examine  the Resort and all
other  items  being  sold  pursuant  to this  Agreement  at any time  under  the
execution of this Agreement and also have the Resort and such items examined and
copied by any persons whom it shall  designate,  including  without  limitation,
accountants,   attorneys,  contractors,  engineers,  and  environmental  testing
personnel.  Seller shall permit access to the Resort by Buyer and any persons it
designates, and shall fully cooperate and afford them the opportunity to inspect
such items and perform any tests upon the Resort that Buyer deems  necessary  or
appropriate. Buyer may utilize the office equipment and office facilities at the
Resort without charge (except for any long distance  telephone  service).  Buyer
will not unreasonably interfere with the business of the Resort.

     3.03 As to any  physical  disturbance  of the Property or  Improvements  or
physical injury to person caused by Buyer or seller's agents, upon completion of
such studies and  investigations,  if Buyer  cancels the Agreement or thereafter
does not close,  Buyer agrees to restore any physical  damage to the Property or
Improvements  caused by Buyer or its agents to the  condition it was In prior to
such damage, and further, without regard to whether or not Buyer shall cancel or
close,  to defend,  indemnify  and hold  Seller  harmless  from and  against all
physical  Injury to  persons  arising  from  such  activities  by  Buyer.  These
covenants shall survive cancellation of this Agreement

     3.04 Buyer shall pay the cost of any studies and examinations of the Resort
conducted by agents of Buyer,  including any "Phase 1", environmental report and
any testing in connection therewith.  Notwithstanding the foregoing,  as soon as
reasonably  practicable execution of this Agreement Seller, at its expense shall
provide Buyer with an ALTA Urban Class Survey of the Resort including such Table
A items as specified by Buyer, by a Nevada  licensed  surveyor in good standing,
certified to Buyer,  the title insurer and any lender connected  herewith,  with
such  certification  containing  such other  matters as Buyer  shall  reasonably
request. As soon as practicable after execution, Seller shall provide Buyer with
copies of all  existing  surveys,  environmental  reports and other  studies and
reports  relating to the Resort in seller's  possession or under its  reasonable
control.

     3.05 Prior to the Closing,  and under such reasonable  terms and conditions
as Seller  may  impose,  employees  and  agents of Buyer may stay at the  Resort
without  charge  for  lodging,  except  for  incidentals  consumed  such as long
distance telephone, food and beverages,  provided such stay is primarily for the
purpose of conducting  feasibility  examinations and investigations or otherwise
working on matters related to this transaction.


                                      -7-
<PAGE>

3.06     Title Report

     (a) As soon as practicable after execution hereof, Seller will, at Seller's
sole  cost and  expense,  deliver  to Buyer a  commitment  for  title  insurance
relating to the Property prepared by Escrow Agent and leading to the Issuance of
an extended  owners  policy,  together with  complete and legible  copies of all
recorded  documents  referred to therein (the "Title  Report") and, in the event
that the following are  subsequently  prepared,  agrees to cause Escrow Agent to
deliver to Buyer any updates and supplements  thereto or amendments  thereof, in
each case together with complete and legible  copies of all matters  referred to
therein  ("Amendments").  Buyer  shall  have  until  the later of the end of the
Period or five (5)  business  days after the date of delivery  of any  Amendment
(which, at Buyer's option, shall extend the Closing Date accordingly), to notify
Seller  and  Escrow  Agent in writing  of  Buyer's  objection  to any  matter(s)
indicated therein (but only, in the case of Amendments,  with respect to matters
not  appearing  on the Title  Report  or any  previously  delivered  Amendment).
Notwithstanding  the  foregoing.  Buyer  shall not be  entitled to object to any
exception  contained  in the Title  Report (or any  Amendment  thereof  which is
caused by Buyer's  activities under Section 3 hereof  (excluding those resulting
from Buyer's discovery of any existing defect or condition).

     (b) If Buyer fails to timely object to any title exception matter disclosed
in accordance with the above  procedure,  Buyer shall be deemed to have approved
the  condition of title to the  Property.  If Buyer  objects to any exception as
above provided, Seller shall have until five (5) business days after the date of
delivery of Buyer's  objections to advise Escrow Agent and Buyer in writing with
respect to each specified  objection of Seller's  election either to (i) take no
action in connection therewith (ii) or attempt to cause any such matter(s) to be
cured or eliminated at or prior to Close of Escrow.  Insuring over any such item
may be done only with Buyer's written  consent in its sole  direction.  Seller's
failure to give notice  within such five (5) business day period with respect to
any of Buyer's  objections  shall be deemed to constitute  Seller's  election to
take no action in connection therewith.

     (c) In the event  Seller  elects or is  deemed to have  elected  to take no
action with respect to any specified objection, Buyer shall have until the later
end of the  Feasibility  Period or five (5) business  days  thereafter to advise
Escrow Agent and Seller in writing of its election to (a) waive such  previously
specified  objection(s)  and  close  the  transaction   contemplated  hereby  in
accordance  with the  remaining  provisions  of this  Agreement  and without any
abatement or reduction of the Purchase  Price,  or (b) cancel and  terminate the
Agreement.  Buyer's  failure to give written  notice within such period shall be
deemed  to  constitute  Buyer's  election  to  waive  its  previously  specified
objections  with respect to those  matters as to which Seller has notified or is
deemed to have notified Buyer that Seller will take no action.

     (d) With respect to those  matters  which  Seller has  notified  Buyer that
Seller will  attempt to cause to be cured or  eliminated  (or Insured  over with
Buyer's  consent),  Seller shall have until five (5) business  days prior to the
Closing  (which shall be extended in  accordance  with the time periods  herein)
within which to accomplish the same; provided,  however, that if Seller fails to
do so within said period,  or if Seller  Shall be unable  (other than due to its
voluntary act after execution


                                      -8-
<PAGE>


hereof causing such  disability) to convey title to the Property  subject to and
in accordance with the provisions of this Agreement at the Closing,  then Buyer,
as its  sole  and  exclusive  remedies,  may  elect  either  to (i)  waive  such
previously specified objection(s) and close the transaction  contemplated hereby
in accordance  with the remaining  provisions of this  Agreement and without any
abatement or reduction of the Purchase Price on account thereof,  or (ii) cancel
this  Agreement  and the Escrow,  said  election of remedies to be  evidenced by
buyer's  giving written notice to each of Seller and Escrow Agent at or prior to
the Closing. Buyer's failure to give written notice as required by the preceding
sentence shall be deemed to constitute Buyer's to waive its previously specified
objection(s).  If Buyer elects to cancel,  this Agreement  shall become null and
void and of no further  force or effect and neither party shall have any further
rights or obligations to the other hereunder or by reason hereof, except for the
provisions  hereof which are expressly  stated to survive the termination of the
Agreement.

     (e) Buyer specifically agrees that nothing herein contained shall be deemed
to impose on Seller any  obligation to bring any action or  proceedings,  expend
any sums or take any other steps of  whatever  kind or nature in order to insure
over,  remove or cure  matters  affecting  title or to fulfill any  condition or
expend any monies  therefore  unless  Seller  voluntarily  Impairs  title to the
Property or otherwise voluntarily causes such matter after execution hereof. The
acceptance  of Deed by Buyer  shall  not  diminish  Seller's  warranties  or any
continuing obligation herein.

4. Operations Prior to Closing

     Seller  covenants  and agrees that between the date hereof and the Closing,
Seller will:

     4.01  Continue to operate the Resort as  heretofore  operated in the normal
course of business and in accordance with its customary business practices.

     4.02 Perform  required  maintenance and replacements in accordance with its
customary practices.

     4.03 Afford Buyer and its representatives  full access to the Resort and to
Seller's  books,  and files  relating to the Resort and make same  available  to
Buyer whether they are located on or off the Property,  at reasonable times, and
without undue delay, up to and including the date of the Closing.

     4.04 Pay,  in the normal  course of  business,  and,  in any event prior to
Closing, sums due for work, materials or services furnished or a incurred in the
ownership  and  operation of the Resort up to and including the date of Closing,
except as otherwise  specifically  treated in the provisions of this  Agreement.
Not prepay any material item after the date of this Agreement  without the prior
written  consent of Buyer. 

     4.05  Except for daily room rental  agreements  in the  ordinary  course of
business which are not discounted more than  twenty-five  percent (25%) from the
full "rack" rate,  not enter into any new material  agreement nor renew,  amend,
modify or  terminate  any  existing  material  agreement  relating to the Resort
without  having  obtained  the  prior  written  consent  of Buyer  in each  such
instance, which will not be


                                      -9-
<PAGE>

unreasonably  withheld or delayed.  Material  agreements  will include,  without
limitation, airline and travel agent commitments,  automobile leases, or room or
other facility commitments which are discounted more than twenty-five (25%) from
their full rates.

     4.06 Not grant or transfer or permit the grant or transfer of any  interest
in the Resort or any item being sold  pursuant  to this  Agreement  or grant any
execution  rights in connection  therewith,  except for any items being replaced
with  comparable  items of equal or  greater  value in the  ordinary  course  of
business.

     4.07 Not discontinue compliance with governmental  requirements  applicable
to the Resort.

     4.08  Promptly  advise  Buyer of any  threatened  or actual  litigation  or
governmental investigation or proceeding affecting the Resort, its licenses, its
operation,  or those persons materially involved in its operation. It shall be a
condition  precedent to Buyer's  obligation to close that there shall be no such
matters  threatened  or pending at Closing  having a potential  significant  and
material  adverse  effect on the Resort or upon  Seller's  ability to convey the
Resort to Buyer.

     4.09  Not  permit  any  material  alteration,  structural  modification  or
additions to the Resort except in the nature of ordinary maintenance.

     4.10  Except for daily room rental  agreements  in the  ordinary  course of
business,  not create (or agree to create) any  contract  grant  option,  lease,
covenant  restriction,  easement  encumbrance or lien on or affecting the Resort
nor do anything  negatively  affecting title thereto,  without the prior written
consent of buyer.

     4.11 As a condition  precedent to Buyer's obligation to close, Seller shall
have duly  performed all covenants and other  obligations  to be performed by it
under this Section 4.

Section 5. The Closing

     5.01 The consummation of this transaction by recording the General Warranty
Deed in accordance  with the  provisions  of the Agreement  shall take place ten
(10) days (or as such time may be extended in accordance with the specific terms
of this  Agreement)  after the date of expiration of the  Feasibility  Period or
sooner  at any time if  desired  by Buyer  upon two (2) days  written  notice by
Buyer.  The date of such  recording  is  referred  to in this  Agreement  as the
"Closing"'  or the "Closing  Date" At the Closing,  the parties  hereto agree to
take the following acts and make the following deliveries,  all of which will be
deemed  taken and  delivered  simultaneously  and no one of which will be deemed
completed or delivered until all have been completed or delivered:

          (a) Seller shall execute,  acknowledge (as appropriate) and deliver to
     Buyer and/or Escrow Agent the following  documents:  

               (1) A General Warranty Deed in the form attached as Exhibit "D";

                                      -10-
<PAGE>

               (2) Any documents or affidavits  required to be filed or recorded
          therewith In connection with Nevada Law,

               (3) A Bill of Sale in the form attached as Exhibit "E"; assigning
          and transferring to Buyer all of Seller's right, title and interest in
          and to the Personal Property,  Advertising Materials, Ledgers, and the
          Plans and  Specifications,  including  without  limitation those items
          shown on Exhibit "C",  free and clear of all claims,  liens,  security
          interests, encumbrances and other charges, except for the First Lien;

               (4) An  Assignment  of Leases,  Contract  Rights  and  Intangible
          Assets in the form  attached  as  Exhibit  "F",  free and clear of all
          claims, liens, security interests,  and other charges,  except for the
          First Lien. The schedules to this assignment shall include the Leases,
          Service Contracts, Ledgers, Plans and Specifications, Contract Rights,
          Intangible  Assets,  Timeshare  Operation  items,  Timeshare Paper and
          related security agreements, and Miscellaneous items;

               (5)  Assignments  of  Seller's  interest in all  automobiles  and
          equipment  lease-purchase  contracts,  and appropriate  title transfer
          documentation  property executed by Seller for all such items owned by
          Seller and used for the Resort  free and clear of all  claims,  liens,
          security  interests,  encumbrances  and other charges,  except for the
          First Lien;

               (6) Certificate of Non-Foreign Status in the form attached hereto
          as Exhibit "I";

               (7) If requested by Buyer,  the  resignations of all officers and
          directors  of the  Timeshare  Operation  owners  association  who  are
          controlled  by Seller,  and  corresponding  replacement  with  persons
          controlled by Buyer,

               (8) If requested by Buyer,  an assignment of all the  developer's
          and "declarant's"  rights in the governing  documents of the Timeshare
          Operation, in the form of Exhibit "J" attached hereto;

               (9) Such other  documents  required by this  Agreement  or as may
          reasonably be required by Buyer, its counsel, or Escrow Agent in order
          to consummate  the  transactions  which are the Subject matter of this
          Agreement, and;

               (10) An opinion of Seller's counsel.

          (b) At Closing, Buyer shall pay, execute, acknowledge (as appropriate)
     and deliver to Seller and/or Escrow Agent the following:

          (1) The Down Payment In cash or other immediately available funds;

          (2) An assumption of the Loan Documents, if required;


                                      -11-
<PAGE>

          (3) Such  other  documents  required  by this  Agreement  or as may be
     reasonably  required by Seller, its counsel,  or Escrow Agent to consummate
     the transactions which are the subject matter of this Agreement; and

          (4) An opinion of Buyer's counsel.

          (c) At  Closing,  the  Escrow  Agent  shall  record  and  deliver  the
     foregoing documents as appropriate In connection with this Agreement.

Section 6. Covenants, Representations and Warranties of Seller

     Seller represents  covenants and warrants to Buyer as following,  as of the
date hereof and as of the Closing:

     6.01 Seller are corporations, duly organized and validly existing under the
laws of the State of Nevada.

     6.02  Seller  has the full  right  and  authority  to enter  into and fully
perform its obligations  under this Agreement  subject to obtaining  shareholder
approval of the transaction contemplated hereby.

     6.03 The persons  signing this Agreement on behalf of Seller are authorized
to do so and to bind Seller to the terms hereof.

     6.04 All the Closing,  Seller is the sole owner of the Resort  subject only
to the First Lien.

     6.05 The  Schedule  of Leases  set forth in  Exhibit  "M"  attached  hereto
("Schedule  of  Leases") is  accurate  as of the date  hereof,  and there are no
leases or other tenancies in or related to the Resort other than those set forth
therein  and room  rentals in the  ordinary  course of  business.  Copies of all
Leases will be provided to Buyer during the Feasibility  Period and all original
Leases shall be delivered to Buyer at Closing.  Except as otherwise set forth in
the Schedule of Leases or elsewhere in this  Agreement  all of the Leases are in
full force and effect and none of them has been  modified,  amended or extended.
Moreover,  Seller has no knowledge of any material  breach or default,  claim of
material  breach or default  thereunder,  or any event which with the passage of
time will become a breach or default and has  received no written  notice of any
of the foregoing thereunder.

     6.06 A schedule  of the  Service  Contracts,  oral or  written  (indicating
which),  is attached  hereto as Exhibit  "N" ("Schedule of Service  Contracts").
Except as otherwise set forth in the Schedule of Service  Contracts or elsewhere
in this Agreement,  the Service  Contracts are in full force and effect and have
not been modified, amended or extended. Moreover, Seller has no knowledge of any
breach or default, claim of material breach or default thereunder,  or any event
which with the passage of time will  become a breach or  default.  Copies of all
Service  Contracts will be provided to Buyer during the  Feasibility  Period and
the  originals  shall be delivered to Buyer at Closing.  Except as stated on the
Exhibit,  all Service Contracts may be canceled immediately upon notice of same,
without penalty or charge.


                                      -12-
<PAGE>

     6.07 A Permanent  Certificate(s) of Occupancy for the Improvements has been
issued by the  appropriate  government  authorities  and has not been amended or
revoked and a copy will be delivered to Buyer during the Feasibility Period. The
Resort is located within the boundaries of the City of Las Vegas, Nevada

     6.08 Except as set forth in Exhibit "O" attached  hereto,  the Property and
Improvements are, to the best of seller's knowledge,  in substantial  compliance
with the zoning and use requirements of applicable governmental entities. Seller
has received no correspondence or formal notice from any governmental  authority
of any existing  violation,  which has not been cured,  or of any  circumstances
that with the  passage  of time or failure to act or both,  would  constitute  a
violation of any applicable zoning or use requirement.

     6.09 To the best of Seller's knowledge, there is no pending or contemplated
condemnation of the Property or  Improvements,  or any portion  thereof,  by any
governmental  authority,  nor is there any  existing or proposed  plan to widen,
modify or realign any street,  alley or roadway  adjoining  the  Property  which
would affect access to or use of the Property.

     6.10 To the best of Sellers  knowledge,  and except as qualified by Exhibit
"T"  attached  hereto,  and in related  documents  set forth on the  Exhibit and
provided  to Buyer at least  ten (10) days  prior to the end of the  Feasibility
Period, sewage and waste disposal systems and utility and telephone services now
serving the Property and the Improvements are adequate for the present operation
of the Resort.

     6.11  Except as set forth in Exhibit "P"  attached  hereto,  and in related
documents  set forth on the Exhibit and provided to Buyer at least ten (10) days
prior to the end of the  Feasibility  Period,  Seller has not received notice of
any uncured violations or infringements of any laws including without limitation
gaming laws and laws related to the Timeshare  Operation,  rules,  regulations,
ordinances,   fire  or  safety  codes,  life  safety   requirements,   insurance
requirements,  covenants, conditions,  restrictions including without limitation
those relating to the Timeshare  Operation on the Property,  trademark  service
mark or tradename registrations,  agreements, or rights applicable to the Resort
and,  to the best of the  Seller's  knowledge,  the Resort as  customarily,  and
presently, operated is in substantial compliance with all applicable laws, rules
and regulations.

     6.12 Except as set forth in Exhibit  "P"  attached  hereto,  and in related
documents set forth on this Exhibit and provided to Buyer at least ten (10) days
prior to the end of the Feasibility Period, to the best of Seller's knowledge:

          (a) There are not  presently,  and have been no, above or  underground
     storage tanks,  dry wells,  injection  wells,  or similar  facilities,  PCB
     transformers, asbestos or Hazardous Material located on the Resort

          (b) No notice  pursuant  to any  Environmental  Law has been  received
     from, given to, or is presently due to, any governmental authority pursuant
     to such Environmental Law.

          (c) There are not presently, and have been no, violations on or by the
     Resort of any Environmental Law.


                                      -13-
<PAGE>

          (d) The  Resort  is not  presently,  and has not  been,  used  for the
     manufacture,  collection, storage, handling, treatment or processing of any
     Hazardous  Material,  nor as a Sanitary  Landfill or open dump,  except for
     normal  quantities  of  customary  products  used in the  operation  of the
     Resort.

          (e) There is not presently,  and has not been,  any spill,  leakage or
     release of any Hazardous  Material on or into the soil, water or air, on or
     at the Resort or at any real property  within one mile of the boundaries of
     the Resort.

          (f) The  Resort is not a state or  federal  "superfund"  site or study
     site pursuant to Environmental Law.

          (g) Seller agrees to defend,  indemnify  and hold Buyer  harmless from
     all loss,  cost  damage and  expense  arising  out of any alleged or actual
     violation of, or liability  under,  any  Environmental  Law, for events and
     conditions  occurring  on or to the  Resort  by act or  omission  to act of
     Seller or any person on the Resort  property during the period an and prior
     to the Closing Date.  This  indemnity does not limit any statutory or other
     legal rights available to Buyer. Buyer agrees to defend, indemnify and hold
     Seller  harmless from all loss,  cost damage and expense arising out or any
     alleged or actual violation of, or liability under, any Environmental  Law,
     for events and conditions  occurring on or to the Resort by act or omission
     to act of Buyer or any  person on the  Resort  property  during  the period
     after the Closing Date.

          (h)  "Environmental  Law"  means,  in  relation  to the Resort and its
     operations,  any  applicable  federal,  state,  county,  municipal or other
     political  subdivision or district statute,  law, rule,  regulation,  code,
     ordinance,  or decree relating to health,  environment,  air, water,  soil,
     improvements and facilities,  the protection of same, and the contamination
     and cleanup thereof.

          (i) Hazardous Materials means any hazardous waste,  materials,  gases,
     liquids,   substances,   improvements   or  other  items   defined  in  any
     Environmental   Law  and  regulated   thereunder   or  by  any   applicable
     governmental   authority  pursuant  thereto,   including  any  notification
     requirements thereunder to governmental authorities.

     6.13 To the best of Seller's knowledge,  and except as set forth on Exhibit
"K" attached hereto, no claims, actions, suits, proceedings or investigations by
governmental  authorities,  employees or other  employees or other third parties
are pending or threatened  against or relating to the Resort or its operation in
writing  or in any  court or  before  any  federal,  state,  municipal  or other
governmental department agency, commission, board or bureau.

     6.14 Except as may be set forth on the Title Report and further  except for
current property taxes and current  assessments,  not delinquent,  Seller has no
knowledge of any delinquent tax,  assessment or other  obligation  affecting the
Resort which is, or may become, a lien on the Resort.



                                      -14-
<PAGE>


     6.15  Seller  has  delivered  to  Buyer  financial  statements,   Including
statements  of Income and expenses  dated  ___________________  (the  "Financial
Statements")  for Seller  prepared by KPMG Peat Marwick.  To the best of Sellers
knowledge the Financial Statements are true, correct and complete as of the date
thereof and fairly present the financial operations of the Resort for the period
stated. Seller makes no representation as to the future financial performance of
the Resort.

     6.16 A full and  complete  schedule  of  liabilities  related to the Resort
which are to be assumed by Buyer pursuant to this  Agreement is attached  hereto
as Exhibit "L": ("Existing  Liabilities").  The Existing Liabilities to the best
of  Seller's  knowledge  are true and  correct as to nature and  amount.  Seller
hereby agrees to defend,  indemnify and hold Buyer  harmless from any sums owing
on  liabilities  of the Seller  existing on the Closing Date not set forth as an
Existing Liability on Exhibit "L".

     6.17  Seller  is  not  prohibited   from   consummating   the   transaction
contemplated  by this  Agreement  or  from  conveying  the  Resort  by any  law,
regulation,   agreement,   instrument,   restriction,   order  or  judgment.  No
permission, approval or consent by any third party or governmental authority, or
any  individual  or entity  connected  with Seller  (other than that of Seller's
shareholders)  is  required  in order  for  Seller to  convey  the  Resort or to
consummate the transaction contemplated by this Agreement

     6.18  Seller  has  paid in full for all  labor  performed  at  professional
services performed in respect to, and materials,  machinery,  fixtures and tools
delivered  to,  furnished  to or  incorporated  into the  Resort or which  would
otherwise give rise to a lien or a right to lien the Resort except for the First
Lien.

     6.19 The Loan  Documents  are not in  default  nor is  there  any  existing
condition  which  would  cause a  default  with the mere  passage  of time,  the
principal  balance and interest due on the Loan  Documents  does not exceed Five
Million One Hundred Thousand Dollars(  $5,100,000.00).  No additional  principal
has been advanced or accepted pursuant to the Loan Documents.

     6.20 All employees of and at the Resort  including  without  limitation its
managers are employees  at-will and may legally be  discharged  without cause at
any time, including  immediately before Closing,  without liability to the Buyer
or liability to the Resort if requested by Buyer, Seller will, in writing,  give
notice to and discharge all employees of the Resort effective  immediately prior
to Closing,  and not do anything to interfere  with any  immediate  rehire after
Closing of same or all of such employee's. Prior to any such events, Seller will
not encourage,  support or entice in any way, any satisfactory employee to leave
the employ of the Resort.

     6.21 Except as set forth on Exhibit "P" attached hereto and for normal wear
and tear, the Resort, including the buildings,  systems, furniture, fixtures and
equipment are in good condition and repair.

     6.22 All licenses and permits  necessary to the operation of the Resort are
current and in good standing.

     6.23 Seller holds, in good standing,  current alcoholic beverage license(s)
from the  appropriate  governmental  liquor  authorities in connection  with the
operation of the Resort.


                                      -15-
<PAGE>

     6.24 Up to the Closing Date, the Resorts equipment and facilities have been
adequate to serve its customers during peak demand periods.

     6.25  Except as set forth on  Exhibit  "P"  attached  hereto,  there are no
delinquent taxes,  assessments,  salaries,  wages,  contract payments,  supplier
payments,  or any other  delinquent  payments  of any kind or nature  owing from
Seller or the Resort and  relating  to the  Resort its  employees,  contractors,
governmental authorities,  or any other person or entity dealing with the Resort
and its operation.  Any such  delinquent  payments listed on Exhibit "P" will be
paid by Seller at Closing from the Closing funds through the Escrow Agent.

     6.26 Attached  hereto as Exhibit "U" is a schedule of all  commitments  and
reservations for "free" rooms and rooms or other facilities discounted more than
twenty-five  percent (25%) from the full rate therefore for any period after the
sixtieth (60th) day following the date of this Agreement.

     6.27 The  Timeshare  Operation  has  been  operated  continuously  from Its
inception  to the present in  compliance  with all laws,  rules and  regulations
applicable thereto,  including without limitation the sales connected therewith,
and there has been no  misrepresentation to purchasers or failure of performance
In connection with any  representation  or written  obligation to any purchaser,
except for tenth (10th)  floor (of the Resort)  furnishings  represented  to the
timeshare  purchasers.  An accurate  list of (i) those  furnishings,  (ii) their
brand and  purchase  source,  and (iii)  their cost is set forth in Exhibit  "V"
attached hereto,  and such furnishings will properly fulfill the obligations to,
and representation made to, the timeshare purchasers. Also shown on Exhibit V is
an  accurate  schedule  of all  Resort  timeshare  purchasers  (I) whose  owners
association  dues have been waived and the period of such waiver or (II) who are
delinquent in the payment of such dues, for how long and the amount of each such
delinquency.

     6.28 Seller agrees to inform Buyer in writing  immediately  upon  obtaining
actual  knowledge  that  any  of  Seller's  representations  or  warranties  are
inaccurate,

     6.29 It shall be a condition  precedent to Buyer's obligation to close this
transaction  that Seller's  covenants,  representations  and  warranties in this
Agreement be fully  performed and true and accurate as of the Closing,  and that
the  lender  will  allow  Buyer  to  assume  the  First  Lien  without  material
modification thereof and without any substantial charge or fee to Buyer.

     6.30  To  the  best  of  Seller's  knowledge  or  references  to  "Seller's
Knowledge"  in this  Section  6 means  any  written  notice  received  by Seller
relating to a  representation  and  warranty  matter  herein,  and the  personal
knowledge of Todd  Fisher,  the general  managers of each of the Resorts,  hotel
operation, casino operation, maintenance operation, food and beverage operation,
maintenance   operation,   entertainment/museum   operation   and   housekeeping
operation; David Crabtree and Debbie Reynolds.

     6.31 Seller agrees to defend,  indemnify  and hold Buyer  harmless from all
loss, cost, damage and expense arising from any breach of, or inaccuracy in, the
covenants  representations and warranties of Seller in this Agreement.  Further,
except for liability  expressly  assumed by Buyer  pursuant to the terms hereof,
Seller shall  defend,  indemnify  and hold Buyer  harmless from any and of loss,
cost damage,


                                      -16-
<PAGE>


expense and liability to third parties arising out of the Resort,  its condition
and operation (including without limitation the Timeshare  Operation),  and acts
or omissions by Seller on or prior to the Closing Date.

     6.32 No  investigation  by, or knowledge of Buyer,  shall diminish  Sellers
indemnities herein or Seller's covenants, representations and warranties.

Section 7. Covenants, Representations and Warranties of Buyer

     Buyer covenants, represents and warrants to Seller as follows:

     7.01 Buyer is a corporation  duly  organized and in good standing under the
laws of the State of Arizona.

     7.02 Buyer has the full right and authority to enter into and fully perform
its obligations under this Agreement.

     7.03 The persons  signing this  Agreement on behalf of Buyer are authorized
to do so, and to bind Buyer to the terms hereof.

     7.04  Buyer  shall  assume  all of the  existing  liabilities,  as shown on
Exhibit "L" attached hereto, and shall pay when due all items appearing thereon.

     7.05 Buyer shall defend,  indemnify  and hold Seller  harmless from any and
all liability to third parties  arising out of,  connected to or resulting  from
any act transaction,  or omission of Buyer occurring after the Closing Date with
respect to the Resort its condition or the operation thereof,  provided however,
that  such  indemnification  shall  not  (except  as  may  be  otherwise  herein
specifically  provided)  extend to any cost expense or liability  arising out of
seller's  indemnification's  and warranties or any omissions or act of Seller on
or prior to the Closing Date.

     7.06 As of the Closing  Date,  Buyer has inspected the Resort and the books
and  records  of the  Resort  and has made  all  other  inquiries  which it deem
necessary" to satisfy itself as to the condition and the operation of the Resort
and agrees to accept  possession of the Resort in its "as is" condition,  except
for the express covenants, representations and warranties of Seller contained in
this Agreement

     7.07  Buyer  accepts  Seller's  assignment  to it of  all  Leases,  Service
Contracts and Contract Rights contained in Exhibit "F" related to the Resort and
assumes all obligations of Seller thereunder arising after the Closing Date.

     7.08 If Buyer  assigns its interest in this  Agreement to a nominee,  Buyer
shall  guarantee the prompt payment and full  performance of the nominee in form
approved by Seller.

     7.09 Buyer agrees to inform Seller in writing  immediately  upon  obtaining
actual knowledge that arty of Buys(s)  representations  or warranties herein are
inaccurate.


                                      -17-
<PAGE>


     7.10 The execution and delivery of this Agreement and the  consummation  of
the  transactions  contemplated  hereby will not violate  any  provision  of, or
result in the  breach of, any of the terms,  provisions,  or  conditions  of, or
constitute a default under or conflict  with respect to, any other  agreement by
which Buyer is bound.

     7.11 The Shares of common stock  described in paragraph  2.01(c)  above are
authorized  but  unissued  stock of Buyer,  and Buyer  will  deliver or issue to
Seller  the  Shares  free  and  clear  of  all  liens,  encumbrances,   security
agreements,  options,  claims, charges and restriction (except as may be imposed
by Rule 144 or other  state or  federal  securities  laws)  and  fully  paid and
non-assessable.

     7.12 The  Financial  Statements  delivered to Seller have been  prepared In
accordance with generally accepted accounting principles, and fairly present the
financial  position of Buyer as of the respective date thereof,  and the results
of its operations for the period(s) indicated.

     7.13  To  the  best  of  Buyer's  knowledge,  there  is  no  suit,  action,
arbitration  or legal,  administrative,  or other  proceeding,  or  governmental
investigation pending or threatened against or affecting Buyer which if resolved
adversely  to  Buyer  would  have a  material  adverse  affect  on  Buyer or its
business, assets, or financial condition.

     7.14 It shall be a condition precedent to Seller's obligation to close this
transaction  that Buyer's  covenants,  representations  and  warranties  in this
Agreement be fully performed and true and accurate as of the Closing.

Section 8 Title Insurance

     8.01  Seller  agrees to cause  Escrow  Agent to  deliver  to Buyer,  at the
Closing,  an ALTA  extended  coverage  owners 1%  insurance  policy or a binding
commitment  to issue the same as soon  after the  Closing as is  customary  (the
"Owners Title Policy")  Insuring Buyers title to the Property in The full amount
of the Purchase  Price subject only to those matters which Buyer  approves or is
deemed  to have  approved  pursuant  to  Section  3.06  hereof  and the  printed
exclusions and  conditions  and customary  exceptions set forth in Escrow Agents
usual form of ALTA  extended  coverage owners title insurance  policy.  If Buyer
shall desire any additional  endorsements,  the cost and  responsibility for the
acquisition thereof shall be the responsibility of the Buyer.

     8,02 Any Lender's title policy required by the First Lien lender at Closing
shall be Buyer's responsibility.

Section 9 Hotel Facilities Lease

     9.01  Immediately  after  Closing,  Buyer will lease  certain of the Resort
facilities  to Debbie  Reynolds  and/or her nominee  ("Lessee")  pursuant to the
lease to be attached hereto as Exhibit "Q" (the "Hotel Facilities Lease"), which
will be executed and delivered by said at Closing.



                                      -18-
<PAGE>


     9.02 In general,  the lease will be for a period of ninety-nine  (99) years
with an  approximate  monthly  lease  payment of $150,000  and will  include the
following facilities:  showroom, museum, gift shop, casino, back bar and certain
joint use areas. Lessee will maintain such facilities, plus the marquis sign and
the portable  display  signs around the Resort and Lessee will share prorata the
Resort's  utilities,  security,  and  engineering.  ln addition,  the lease will
provide for a license of the tradename  "Debbie Reynolds Hotel & Casino" and all
derivatives thereof, and all other logos, trademarks,  tradedress and tradenames
used in  connection  with the  Resort  (collectively  "Names and  Marks").  Said
license will be  transferrable  with the Resort if approved by Debbie  Reynolds,
which  approval  will not be  unreasonably  withheld so long as the  transferree
meets certain  conditions to be defined in the lease. In the event said approval
is not given, then the lease of facilities may be terminated by Seller;

     9.03 The  above Is  Illustrative  only,  and the  final  terms of the Hotel
Facilities Lease shall be controlling.

Section 10 Certain Other Agreements


     10.01 In consideration  for the Use of her name and likeness and associated
goodwill  and  other  services,   Debbie  Reynolds  Will  personally  receive  a
percentage of the net profit of any timeshare project at the Resort as set forth
in the Timeshare Profit Agreement attached hereto as Exhibit "R", to be executed
and delivered at Closing.

     10.02 A life insurance policy  acceptable to Buyer on Debbie Reynolds' life
in the  amount  of  $10,000,000  Will be  assigned  by  Seller to Buyer and made
payable to Buyer and delivered to Buyer at Closing.

     10.03 On a per project basis,  timely,  good faith  negotiations  will take
place at either  party's  request to place Debbie  Reynolds  memorabilia  and/or
Debbie Reynolds museum displays at other ILX Incorporated locations.

     10.04  Seller Will cause the  "Debbie  Reynolds  Participation  Agreement",
attached  hereto as Exhibit "S",  wherein Ms.  Reynolds  agrees to personally be
present,  cooperate in and  participate  in the future  activities of the Resort
(including  without  limitation the hotel and casino) and other ILX Incorporated
business   activities   (including   without   limitation  Red  Rock  Collection
Incorporated)  and allow for the use of her name and likeness,  to be personally
executed by Ms. Reynolds and delivered to Buyer at Closing.

     10.05 As  additional  consideration  to Buyer and as a condition to Buyer's
obligations to consummate the transactions hereunder, Debbie Reynolds shall have
entered into a merger agreement and related promotional  agreements with Buyer's
wholly-owned subsidiary, Red Rock Collection Incorporated.

     10.06 With  reference to this agreement and the specific terms of paragraph
17.13 concerning the timing of exhibit  preparation,  both parties will commence
immediately,   diligently  and   continuously  to  complete  all  remaining  due
diligence, complete any and all necessary corporate action, procure any


                                      -19-
<PAGE>


necessary  government  approvals,  and negotiate the  definitive  exhibits to be
attached hereto, with the goal of Closing prior to the end of 1996.

     10.07 Without modifying any other term of this Agreement,  Closing shall be
conditional on the  procurement of all required  governmental  approvals for the
transactions and activities  contemplated by this Agreement and its exhibits and
the  consummation  to Buyers  sole and  exclusive  satisfaction  of the  matters
described in Section 9 above and this Section 10.

     10.08 If Seller is unable to procure the  required  governmental  approvals
for  its  activities   contemplated  pursuant  to  the  Hotel  Facilities  Lease
(including  without  limitation the  appropriate  gaming licenses for the casino
operation)  within six (6) months  after the date of  Closing,  then Buyer shall
have no other  obligations  under the Hotel Facilities Lease with respect to the
casino  operation  and Buyer  shall have the right to operate  the casino in its
name.

Section 11 Broker

     Seller and Buyer hereby  covenant and agree that each shall  indemnify  and
defend the other  against any costs,  claims or expenses,  including  Attorney's
fees, arising out of any real estate or other brokerage contract executed by, or
similar activities engaged in by, the indemnifying  party. The obligations under
this paragraph shall survive the Closing or, if the Closing does not occur,  the
termination of this Agreement

Section 12 Notices

     12.01 All  notices  under this  Agreement  shall be in writing and shall be
effective when addressed to the person(s) and address(s) as set forth below, and
either:

          (a)  Delivered  to  the  address(es)  by  United  States  Mail  or  an
     established, reputable overnight courier such as Federal Express or UPS;

          (b) Delivered by other  messenger to an  appropriate  employee at such
     address(es); or

          (c) Received at the telefacsimile number(s) shown below.

     12.02 Proof of delivery or receipt is the obligation of the sender. Refusal
of delivery shall constitute delivery.

     12.03 Addresses and telephone numbers:

           If to Buyer

           Joseph P. Martori, Chairman
           ILX Incorporated
           2777 East Camelback Road


                                      -20-
<PAGE>

Phoenix, AZ 85016
Telefacsimile:    602-957-2780
Telephone: 602-957-2777

with a required copy to:

Samuel L. Ciatu, General Counsel
ILX Incorporated
2777 East Camelback Road
Phoenix, Arizona 85016

and with a required copy to:

Elliot R. Eisner, Esq.
Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Pkwy,
Suite 700
Las Vegas, NV 89109
Telefacsimile:    702-796-7181
Telephone: 702-792-7000

If to Seller:

Todd Fisher, Chief Executive Officer
Debbie Reynolds Hotel & Casino, Inc.
305 Convention Center Drive
Las Vegas, Nevada 89109
Telefacsimile:    702-734-2954
Telephone:        702-734-0711 

with a required copy to:

David Crabtree
Debbie Reynolds Hotel & Casino, Inc.
305 Convention Center Drive
Las Vegas, Nevada 89109
Telefacsimile: 702-734-2954
Telephone: 702-734-0711





                                      -21-
<PAGE>


with a required copy to:

Matthew Q. Callister
Callister & Reynolds
823 Las Vegas Blvd. South
Las Vegas, Nevada 891 01
Telefacsimile:    702-385-7743
Telephone:        702-385-3343

If to Escrow Agent:

---------------------------------

---------------------------------

---------------------------------

---------------------------------

Telefacsimile:
---------------------------------
Telephone:
---------------------------------

with a required copy to:

---------------------------------

---------------------------------

---------------------------------

---------------------------------

Telefacsimile:
---------------------------------
Telephone:
---------------------------------

Section 13 Survival of Representations, Warranties, Covenants, and Obligations

     Except as may be otherwise  specifically  provided in this  Agreement,  all
representations,  warranties,  covenants,  indemnities,  or other obligations of
both  parties set forth in this  Agreement  shall not be merged into the deed to
Buyer or into any other document  relating to the  transaction  contemplated  by
this Agreement but shall survive the Closing for a period of three (3) years.



                                      -22-
<PAGE>



Section 14 Uniform Commercial Code - Bulk Transfer

     14.01 The parties  believe that this sale is exempt from the application of
the Uniform  Commercial Code bulk sale law as it does not involve a seller whose
principal  business is the sale of inventory  from stock,  but involves a resort
hotel the business of which is principally the sale of services.

     14.02 To the extent such provisions may apply,  unless otherwise  requested
by a party prior to the end of the Feasibility Period, Buyer and Seller agree to
waive compliance,  as between  themselves,  with the Bulk Sale provisions of the
Uniform Commercial Code as it may be in force in the State of Nevada.

Section 15 Risk of Loss

     15.01 In the event of any damage or loss to all or any substantial  portion
of the Property due to casualty or the  occurrence of a suit for a taking of any
portion thereof by governmental or  quasi-governmental  authority after the date
hereof  and prior to the  Closing  Date,  Buyer may,  as its sole and  exclusive
remedy,  by written  notice given to each of Seller and Escrow Agent on or prior
to the Closing Date, elect either to (i) cancel and terminate this Agreement and
the Escrow or (ii) receive,  by assignment from Seller,  all insurance  proceeds
and/or condemnation  awards, if any, received and/or to be received by Seller as
a result of such casulty or taking (in which case the parties  shall  proceed to
consummate  the  transaction  without any  resulting  adjustment of the Purchase
Price).

Section 16 Cancellation and Termination: Remedies for Failure to Close

     16.01  Wherever  this  Agreement  provides  that upon the  occurrence  of a
condition  other than breach or default,  one of the parties hereto may elect or
has the right to "cancel and  terminate" the  Agreement  that phrase  shall mean
that, unless otherwise herein provided, written notice thereof shall be given to
both Escrow Agent and the other party, and then this Agreement shall immediately
become null and void and of no further  force or effect and neither  party shall
have any  further  rights or  obligations  to the other  hereunder  or by reason
hereof except for those which by the provisions  hereof are expressly  stated to
survive any  termination of this  Agreement.  If the notice is one of default or
breach and the matter  stated in said notice is not cured,  corrected or removed
within three (3) days after the date of receipt of the aforesaid  written notice
(Seller and Buyer hereby waiving the "13 day" provision contained in any printed
form escrow  instructions),  then,  unless a different time period and result is
specificaly  stated in this Agreement,  the notice may state  cancellation shall
then occur and this Agreement shall automatically become null and void and of no
further  force or effect and  neither  party  shall have any  further  rights or
obligations to the other hereunder or by reason hereof except for those which by
the provisions  hereof are expressly  stated to survive any  termination of this
Agreement

     16.02  If  Buyer  shall  breach  or  fail  to  perform  or  fulfill  any of
Pre-closing or Closing obligations hereunder,  then, provided that Seller is not
then in (default hereunder,  Seller may elect to cancel this Agreement by notice
as  provided  above,  or Seller may  exercise  any and all other  remedies  then
available to it at law or in equity (including without limitation  bringing suit
for  damages,  specific  performance  or any  other  relief  to  which it may be
entitled).


                                      -23-
<PAGE>


     16.03 If Seller  shall  breach or fail to  perform  or  fulfill  any of its
pre-Closing or Closing obligations  hereunder,  then, provided that Buyer is not
then in default hereunder, Buyer may elect to cancel this Agreement by notice as
provided  above, or Buyer may exercise any and all other remedies then available
to it at law or in  equity  (Including  without  limitation  bringing  suit  for
damages, specific performance or any other relief to which it may be entitled).

Section 17 Miscellaneous Provisions

     17.01 This Agreement and the various other documents required hereby embody
and constitute the entire understanding  between the parties with respect to the
transaction  contemplated  herein,  and all  prior  agreements,  understandings,
representations and statements, oral or written, are merged into this Agreement.
Neither  this  Agreement  nor any  provision  hereof  may be  waived,  modified,
amended,  discharged or terminated  except by an instrument  signed by the party
against whom the enforcement of such waiver, modification,  amendment, discharge
or  termination  is  sought  and  then  only to the  extent  set  forth  in such
instrument.

     17.02 This  Agreement  shall be governed by, and  construed  in  accordance
with, the law of the State of Nevada.

     17.03 The section and paragraph headings in this Agreement are inserted for
convenience of reference only and in no way define,  describe,  limit, expand or
modify  the text,  scope or intent of this  Agreement  or any of the  provisions
hereof.

     17.04 This  Agreement  shall be binding upon and shall inure to the benefit
of the parties  hereto and their  respective  heirs or successors  and permitted
assigns,

     17.05  This  Agreement  shall not be binding or  effective  until  properly
executed by both Seller and Buyer.

     17.06 As used in this  Agreement the  masculine  shall include the feminine
and neuter,  the singular  shall include the plural and the plural shall include
the singular, or vice-versa, all as the context may require.

     17.07 Nothing in this Agreement,  express or implied, is intended to confer
any rights or remedies whatsoever upon any person, other than the parties hereto
and their respective successors, assigns and transferees.

     17.08 Unless provided to the contrary in any particular provision, all time
periods shall refer to calendar  days and shall expire at 5:00 p.m.,  Las Vegas,
Nevada time, on the last of such days; provided,  however,  that if the time for
the  performance  of any  obligation  expires on a day other than a business day
(any day other than a Saturday,  Sunday or State of Arizona,  State of Nevada or
federal paid legal holiday),  the time for performance  shall be extended to the
next  succeeding  day  which  is a  business  day.  Subject  to  the  foregoing,
Timeliness  is the  essence of this  Agreement  and of every term and  provision
hereof.



                                      -24-
<PAGE>

     17.09 Seller and Buyer hereby acknowledge that this Agreement is the result
of  continual  and ongoing  negotiation  between the  parties.  All parties have
arrived at this Agreement through the exercise of equal bargaining power and any
ambiguities  herein should be construed  against  neither  party,  but should be
given a fair and reasonable interpretation.

     17.10 If either  Seller or Buyer shall  bring any legal  action or suit for
any relief  against the other,  declaratory  or  otherwise,  arising out of this
Agreement,  the losing party shall pay the successful party a reasonable sum for
its  attorneys  fees,  expenses,  discovery  costs and court  costs as the court
sitting without a jury shall  determine.  Any party seeking to be indemnified or
held  harmless  by the other  under the terms of this  Agreement  shall  provide
notice to the Indemnifying party of receipt of any indemnified claim or cause of
action,  and the  indemnifying  party  shall  have the  option of joining in the
defense of such claim or cause of action.

     17.11 Buyer and Seller shall each provide the other prior to the end of the
Feasibilty Period with appropriate resolutions in form and substance authorizing
the  respective  entities by and through  their agents or officers to enter into
and execute this Agreement and the collateral documents associated herewith.

     17.12 Neither Buyer nor Seller will make any public announcement concerning
the transactions contemplated hereby without the review, comment and approval of
the other, which review and comment will be promptly provided and which approval
will not  ultimately  be withheld so long as no securities  law violation  would
occur as a result of such announcement.

     17.13  Set  forth  In  Exhibt  "A" is a list  of any  and  all  amendments,
schedules,  riders,  and other items which are attached hereto but which are not
listed elsewhere herein. All exhibits, schedules, riders or other items attached
to  this  Agreement  are a part  of and  incorporated  by  reference  into  this
Agreement  with the same  effect as they were  recited  at length In the body of
this  Agreement.  Exhibits C, G, K, L, M, N, 0, P, T, U, V and the  schedules to
Exhibit F are to be  prepared  initially  by  Seller.  Seller  will use its best
reasonable  efforts to prepare,  complete and deliver same to Buyer prior to the
end of the thirtieth (30th) day after the date of this Agreement  failing which,
the Feasibility  Period shall be extended to the date thirty (30) days after the
date the last of the  foregoing  completed  exhibits is delivered to Buyer.  The
parties  will use their best good  faith,  reasonable  efforts to agree upon the
form  of the  remaining  exhibits  to  this  Agreement  as  soon  as  reasonably
practicable,  and in no event  later  than ten (10) days prior to the end of the
Feasibility  Period.  failing which,  after the and of the  Feasibility  Period,
either  party  may  cancel  this  Agreement  prior  to the  occurrence  of  such
Agreement.

     17.14 This Agreement may be executed in counterparts and all signature (and
any  notary)  pages  may be  attached  to a single  document  . A  telefacsimile
signature  shall  be  valid  as,  an  original  signature  and it  shall  be the
responsibility  of the party (or its agent) telefaxing same to preserve the page
containing the original  signature for inspection  until the receiving  party is
subsequently  supplied with an Identical page containing an original  signature,
which shall occur within seven (7) days after the date of such telefacsimilie.


                                      -25-
<PAGE>


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


                    BUYER:            ILX Incorporated, an Arizona
                                      corporation

                                      By: /s/ Joseph P. Martori, Chairman
                                          -----------------------------------
                                             Joseph P. Martori, Chairman

                    SELLER:           DEBBIE REYNOLDS HOTEL & CASINO, INC., 
                                      a Nevada corporation
     

                                      By: /s/ Todd Fisher, CEO
                                          -----------------------------------
                                                  Todd Fisher, CEO


                                      DEBBIE REYNOLDS RESORTS, INC., 
                                      a Nevada corporation

                                      By: /s/ Todd Fisher, CEO
                                          -----------------------------------
                                                  Todd Fisher, CEO

     Escrow Agent hereby  acknowledges  its receipt of a fully  executed copy of
this  Agreement  and agrees to perform the  functions  assigned to Escrow  Agent
hereunder.  Escrow Agent as the party  responsible  for closing the  transaction
contemplated  hereby  within  the  meaning  of  Section  6045 (e) (2) (A) of the
Internal  Revenue Code of 1986, as amended (the "Code"),  further agrees to file
all  necessary   Information   reports  returns  and  statement   regarding  the
transaction  required  by the  Code of such  closing  agent  including,  but not
limited to, the reports required pursuant to Section 6045 of the Code.


                   ESCROW AGENT:
                                          -----------------------------------
     
                                          BY:________________________________

                                             Its:____________________________



                                      -26-
<PAGE>



                               TABLE OF EXHIBITS

Exhibit             Title
A        Riders, Amendments and Miscellaneous Items

B        Description of Real Property

C        Schedules of Personal Property

D        Deed

E        Bill of Sale

F        Assignment of Leases, Contract Rights and Intangible Assets

G        Loan Documents - First Lien

H        Allocations

I        Certificate of Non-Foreign Status

J        Assignment of Declarant's Rights

K        Suits, Proceedings, Investigations and Claims

K-1      Claims Not-Assigned

L        Existing Liabilities to be Assumed by  Buyer

M        Schedule of Leases

N        Schedule of Service Contracts

O        Summary of Existing Zoning and Use Violations

P        Summary of Certain Problems

Q        Hotel Facilities Lease

R        Timeshare Profit Agreement

S        Debbie Reynolds Participation Agreement

T        Items Excluded From the Sale

U        Discounted Room and Facility Committments

V        Timeshare Operation Items


                                      -27-
<PAGE>


                                    ADDENDUM
                                       TO
                       DEBBIE REYNOLDS HOTEL ACQUISITION
                          MEMORANDUM OF UNDERSTANDING




     In connection with the Memorandum of Understanding  (the "MOU") between the
undersigned  dated September 27, 1996, the undersigned  further agree that press
releases  or other  statements  by  either  party or its  respective  affiliates
concerning the MOU, or any resulting definitive agreements,  or the transactions
contemplated thereby, shall be jointly, expressly approved in writing in advance
by both parties,  which approval shall not be unreasonably or untimely  withheld
by either party.


Dated this 30th  day of October, 1996.


Debbie Reynolds Hotel & Casino, Inc.              ILX Incorporated




/s/ Todd Fisher                                   /s/ Joseph P. Martori
----------------------------                      -------------------------
Chief Executive Officer                           Chairman