Exhibit 10.45

                            ILX RESORTS INCORPORATED
                           DIVIDEND REINVESTMENT PLAN

     1.   PURPOSE.  The  purpose  of  the  ILX  Resorts  Incorporated   Dividend
Reinvestment  Plan (the  "Plan")  Plan is to  provide  eligible  persons  with a
simple,  cost-effective,  and convenient method of investing cash dividends paid
on shares of ILX Resorts  Incorporated  no par value  common  stock (the "Common
Stock") in  additional  shares of Common  Stock.  ILX  Resorts  Incorporated  is
referred to in this Plan as the "Company."

     2.   PLAN  ADMINISTRATION.  The Company  shall appoint one or more agent(s)
(each,  an "Agent") to administer the Plan by (i) keeping the necessary  account
records, (ii) processing the necessary information,  (iii) sending the necessary
statements  of  account  to  "Participants,"  as  defined in SECTION 4, and (iv)
performing such other duties as may be necessary to administer the Plan. Subject
to the terms of any agreement  between the Company and any entity then acting as
Agent,  the  Company  reserves  the right to appoint one or more  additional  or
substitute  entity(ies) to act as the Agent to perform, or to assist the Company
or any other Agent in the  performance of, the  administration  of the Plan. The
Company's Board of Directors, acting in good faith, shall interpret and regulate
the Plan as  deemed  desirable  or  necessary  in  connection  with  the  Plan's
operation,  and shall adopt such rules and  regulations as it deems necessary or
appropriate  to  facilitate  the  administration  of the Plan,  which  rules and
regulations  may be  adopted  without  notice to the  Participants  and shall be
binding upon each Participant.  The Board of Directors,  in its discretion,  may
delegate all or part of its  authority to interpret and regulate the Plan and to
adopt rules and regulations to facilitate the  administration of the Plan to one
or more  officers of the Company as the Board of Directors  may  authorize  from
time to time.

     3.   SHARES  SUBJECT TO THE PLAN.  A maximum  of  300,000  shares of Common
Stock may be purchased  for the  accounts of  Participants  under the Plan.  The
Company  shall  instruct  the  Agent to  purchase  shares  for the Plan from the
Company's  authorized  but unissued  shares or shares  purchased by the Agent in
privately negotiated transactions.

     4.   ELIGIBILITY  TO  PARTICIPATE.  Only  "record  owners" and  "beneficial
owners" of Common Stock may  participate in the Plan. A "record owner" of Common
Stock (which means a shareholder who owns shares of Common Stock in his, her, or
its own name) may  participate  directly in the Plan.  A  "beneficial  owner" of
Common Stock (which means a shareholder who  beneficially  owns shares of Common
Stock that are  registered in a name other than his,  her, or its own name,  for
example, in the name of a broker, bank, or other nominee) may participate in the
Plan only if his,  her, or its broker,  bank, or other nominee in whose name the
shares are held, and who is therefore the record owner of the shares,  elects to
participate  in the  Plan.  If the  broker,  bank,  or other  nominee  elects to
participate  in the Plan,  the beneficial  owner can  participate  indirectly by
coordinating with his, her, or its broker, bank, or other nominee to participate
in the Plan on his, her, or its behalf. If a beneficial owner's broker, bank, or
other nominee does not elect to participate  in the Plan,  the beneficial  owner
can participate  only if he, she, or it has his, her, or its shares  transferred
(a) to a broker,  bank, or other nominee that does  participate  in the Plan, or
(b) into his,  her,  or its own name,  thereby  becoming a record  owner.  Those
shareholders who have directly or indirectly  submitted an authorization form to
elect to have dividends  reinvested and/or to deposit shares for safekeeping are
referred to in this Plan as "Participants."

     5.   PARTICIPATION  OPTIONS.  Each eligible  shareholder of the Company may
elect  to  become  a  Participant  in the Plan  under  any one of the  following
participation options:

               (a)  FULL DIVIDEND  REINVESTMENT:  The  shareholder  may have the
cash  dividends  paid  on  all of  his,  her,  or its  shares  of  Common  Stock
automatically reinvested in shares of Common Stock.

               (b)  PARTIAL DIVIDEND REINVESTMENT:  The shareholder may have the
cash  dividends  paid on a portion of his,  her,  or its shares of Common  Stock
automatically  reinvested in shares of Common Stock, while continuing to receive
the cash dividends on his, her, or its remaining shares.

               (c)  DIRECT  REGISTRATION  SERVICES:  The shareholder may deposit
his, her, or its Common Stock share  certificates with the Agent for safekeeping
in book entry form, whether or not the shareholder
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elects to have the cash dividends paid on those shares automatically  reinvested
in additional shares of Common Stock.

     6.   PARTICIPATION IN THE PLAN.

          6.1  PROCESS TO ENROLL.  Record owners may join the Plan by completing
and signing an  authorization  form and  returning  it to the Agent.  Beneficial
owners who wish to join the Plan must  instruct  their  bank,  broker,  or other
nominee to arrange  participation in the Plan on the beneficial  owner's behalf.
Alternatively,  a  beneficial  owner may  request  that the number of shares the
beneficial  owner  wishes  to  be  enrolled  in  the  Plan  be  reclassified  or
reregistered by the bank,  broker,  or other nominee in whose name they are held
of record into the beneficial  owner's own name, as record owner, to participate
directly  in  the  Plan.  Any  Participant  who  returns  a  properly   executed
authorization  form to the Agent without  specifying  the number of shares to be
included  in the Plan will be  enrolled  as having  selected  the full  dividend
reinvestment option described in SECTION 5(a).

          6.2  TIMING OF PARTICIPATION.  Eligible shareholders may join the Plan
at any time.  A  Participant  may change  options  under the Plan at any time by
completing and signing a new  authorization  form and returning it to the Agent.
If the Agent receives a Participant's authorization form on or before the record
date for the next declared dividend, the Agent will invest the dividends paid on
the  Participant's  shares in additional  shares of Common Stock pursuant to the
authorization  form. If the Agent receives a  Participant's  authorization  form
after the record date for a declared dividend,  dividend  reinvestment under the
Plan will not commence until payment of the next declared dividend.

     7.   DIRECT REGISTRATION  SERVICES.  At any time, a shareholder may use the
direct  registration  services  ("DRS")  program  to deposit  any  Common  Stock
certificates in the  Participant's  possession  with the Agent for  safekeeping.
Shareholders  that  wish to  deposit  Common  Stock  certificates  under the DRS
program must do so pursuant to the Agent's then-current  policies and procedures
for  such  program.  To the  extent  a  Participant  elects  to  have  dividends
reinvested  on some  or all of the  shares  deposited  under  the  DRS  program,
dividends paid on those shares will be reinvested  until the Participant  sells,
transfers or withdraws those shares from the Plan, as set forth in SECTIONS 13.1
and 13.2.

     8.   COSTS  ASSOCIATED  WITH  THE  PLAN.  The  Company  shall  pay the fees
associated with (a)  reinvestment of dividends paid, (b) the annual  maintenance
of all Participants'  accounts; (c) the DRS program; (d) transfer of shares held
in the Plan to another  person,  other than the sale of shares held in the Plan;
and (e) issuance of Common Stock share  certificates in the Participant's  name.
Each  Participant  shall pay (i) fees and commissions  incurred upon the sale of
shares of Common Stock held in such  Participant's  account under the Plan, (ii)
fees, if any, for copies of such  Participant's  account  statements;  and (iii)
such other fees that the Company  from time to time may  designate to be paid by
Participants.  The Company shall have the right to establish  service charges or
to change service charges in connection with the Plan, provided that the Company
shall notify  Participants of such charges and any changes that the Company from
time to time may establish.

     9.   PURCHASES UNDER THE PLAN.

          9.1  SOURCE OF SHARES. Upon the Company's instruction,  the Agent will
purchase  shares for the Plan from the Company's  authorized but unissued shares
or in privately negotiated  transactions.  If the Company instructs the Agent to
make privately negotiated purchases,  the Participants will have no authority to
direct the time or price at which shares may be  purchased  or the  selection of
the broker or dealer through or from which purchases may be made.

          9.2  DETERMINATION  OF NUMBER OF  SHARES  TO BE  PURCHASED.  The Agent
shall  reinvest  dividends paid on all or only a portion of the shares of Common
Stock   registered  in  each   Participant's   name,  in  accordance  with  such
Participant's  directions given on the authorization  form, as well as dividends
on shares of Common Stock credited to such Participant's account under the Plan.
The Agent shall apply such  dividends  to the purchase of shares for the account
of such  Participant.  The number of shares purchased for each Participant under
the Plan  shall  be  determined  based  upon the  amount  of such  Participant's
dividend  paid (after  deducting  any required  income tax  withholding)  on the
shares the  Participant  designates to  participate in the Plan and the price of
the  shares  of  Common  Stock the Agent  purchases  with  that  dividend.  Each
Participant's account shall be credited

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with that number of shares,  including partial shares, equal to the total amount
of such Participant's reinvested dividend,  divided by the purchase price of the
Common Stock, as set forth in SECTION 9.3.

          9.3  PURCHASE  PRICE.  The  price  of the  shares  purchased  from the
Company  under the Plan shall be the  average of the high and low sale prices of
the Common Stock on the principal  securities exchange or trading market for the
Common Stock on the record date for each respective  dividend declared or, if no
trading in the Common Stock occurs on such date, on the next  preceding  date on
which trading occurred.  The price of shares purchased by the Agent in privately
negotiated  transactions  shall be the weighted average purchase price per share
(including all brokerage  commissions and other fees) of all shares so purchased
with respect to a particular dividend.

          9.4  TIMING OF PURCHASES.  The Agent shall  purchase  shares  acquired
from the  Company  as of the  close of  business  on the  "Investment  Date," as
defined in SECTION 9.5. The Agent shall  purchase  shares  acquired in privately
negotiated  transactions  promptly on or after the  Investment  Date,  but in no
event later than five business days after the  Investment  Date.  Such privately
negotiated  purchases  shall  be  subject  to  whatever  terms  and  conditions,
including  price and delivery,  to which the Agent  agrees.  Dividend and voting
rights on all  shares  purchased  from any source  will begin on the  settlement
date,  which  normally takes place three business days following the purchase of
the shares  from the  Company  or any other  source.  For the  purpose of making
purchases,  the Agent shall be entitled to commingle a Participant's  funds with
those of all other Participants.

          9.5  DEFINITION OF  INVESTMENT  DATE.  For purposes of this Plan,  the
"Investment  Date" shall be the date on which the Company from time to time pays
a declared cash dividend on its Common Stock.

     10.  REPORTS  TO  PARTICIPANTS.  The  Agent  shall  deliver  or cause to be
delivered  to each  Participant  that elects to have cash  dividends  reinvested
under the Plan a statement  reflecting  such  Participant's  Plan account.  Such
statement shall show all amounts  invested in such  Participant's  account under
the Plan, the number of shares purchased and their purchase price, and a summary
of such Participant's  total holdings under the Plan. The Agent shall deliver to
a  Participant  that  transfers  shares  into or out of the Plan  under  the DRS
program but does not  authorize  reinvestment  of  dividends  on those  shares a
statement of that  activity  following  each  transaction.  The Agent also shall
deliver a statement to a  Participant  indicating  the number of shares held for
safekeeping  under  the DRS  program  at  least  once  each  year,  even if such
Participant  had no activity  with respect to those shares  during the year.  In
addition,  the Agent shall deliver or cause to be delivered to each  Participant
the same  communications  sent to every other holder of Common Stock,  including
the Company's Annual Report to Shareholders,  Notice of Annual Meeting and Proxy
Statement, and IRS information.

     11.  PLAN ACCOUNTS. The Agent shall maintain accounts under the Plan in the
names in which  certificates of the Participants were registered at the time the
Participants  joined the Plan.  Certificates for whole shares shall be similarly
registered  when withdrawn  from the custody of the Agent.  The Agent shall hold
shares  deposited  and/or  purchased  under  the  Plan for the  account  of each
Participant,  as  custodian  for and agent of such  Participant.  All  shares of
Common Stock held under the Plan shall be  registered in the name of the Agent's
nominee, as the agent of each of the Participants in the Plan.

     12.  CERTIFICATES  FOR SHARES OF COMMON  STOCK.  The Agent shall issue to a
Participant  a  certificate  for any  number of whole  shares  of  Common  Stock
credited  to such  Participant's  account  only upon  written  request  from the
Participant.  If a  Participant  requests the Agent to issue a  certificate  for
shares held for reinvestment under the Plan, such Participant's participation in
the  Plan  will not  terminate  and cash  dividends  on  shares  for  which  the
Participant  has  authorized   reinvestment   will  continue  to  be  reinvested
automatically under the Plan unless the Participant delivers a new authorization
form to the Agent to change his,  her,  or its  participation  in the Plan.  Any
shares  (including any fractional share) not issued as a share certificate shall
continue to be  credited to the  Participant's  account  and cash  dividends  on
shares for which the Participant has authorized reinvestment will continue to be
reinvested  in  Common  Stock.  The  Agent  shall  not  issue  certificates  for
fractional  shares  held under the Plan  under any  circumstances.  Neither  the
Company  nor the Agent will be liable for any claim  arising out of a failure to
issue a certificate on a certain date.

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     13.  SALE OR TRANSFER OF SHARES.

          13.1 SALE OF SHARES.  A Participant  may request the Agent to sell any
number  of  shares,  including  fractional  shares,  held in such  Participant's
account at any time by giving written instructions to the Agent. The Agent shall
sell shares for a Participant on the open market through broker-dealers selected
by the Agent in its sole discretion, which broker-dealers may be affiliated with
the Agent, and shall forward to the selling Participant a check for the proceeds
of the sale,  less any  commissions and fees associated with the sale. The Agent
generally shall make such sales within five business days following receipt of a
request for such sale or as soon as  otherwise  practicable.  The Agent,  in its
discretion,  may (a) aggregate sale requests from more than one  Participant and
sell shares only in "round  lots," and (b) make  appropriate  arrangements  with
respect to the sale of shares  and/or  reinvestment  of dividends if it receives
instructions to sell some or all of a  Participant's  shares after a record date
but before the related  dividend payment date. The Agent may refrain from making
sales at any time that the Agent,  in its  discretion,  believes that such sales
could  disrupt the market for the Common  Stock.  No  Participant  will have the
ability to set the price at which  shares will be sold.  Neither the Company nor
the Agent will be liable for any claim  arising  out of a failure to sell shares
of Common Stock on a certain date or at a specific price.

          13.2 TRANSFER OF SHARES.

               (a)  A Participant  may transfer  ownership of all or part of the
shares held under the Plan to another person,  whether by gift,  private sale or
otherwise, by mailing to the Agent (i) a written request for transfer indicating
the name(s) and address(es) of the transferee(s),  (ii) a properly completed and
executed stock assignment (stock power), with medallion signature guarantee, and
(iii) a Form W-9 containing the tax identification  number of the transferee(s).
The Agent, in its discretion,  may make appropriate arrangements with respect to
the  transfer  of  shares  and/or  reinvestment  of  dividends  if  it  receives
instructions  to transfer some or all of a  Participant's  shares after a record
date but before the related dividend payment date.

               (b)  Unless the transferees  already participate in the Plan, the
Agent  shall  issue  a  stock  certificate  for the  shares  transferred  to the
transferees and mail information  pertaining to the Plan to the transferees.  If
the  transferees  already  participate  in the Plan,  the Agent shall credit the
transferred  shares to the  transferees'  respective  accounts under the Plan. A
Participant  must  transfer a whole number of shares,  unless the transfer is to
another  Participant in the Plan, in which case the Participant may transfer any
number of shares, including fractional shares. If a Participant that has elected
to have dividends reinvested under the Plan transfers all of the whole shares in
his, her, or its Plan account,  any remaining  fractional  share shall remain in
the account and  dividends on the  fractional  share shall be invested in Common
Stock unless the Participant instructs the Agent to sell the fractional share or
the  Participant  otherwise  indicates  that he, she, or it wishes to  terminate
participation in the Plan.

     14.  TERMINATION OF PARTICIPATION.

          14.1 TERMINATION BY THE PARTICIPANT.  A Participant may terminate his,
her, or its  participation  in the Plan at any time by notifying  the Agent,  in
writing.  After termination,  dividends shall be paid to the shareholder in cash
unless and until the shareholder  rejoins the Plan,  which he, she, or it may do
at any time pursuant to the provisions of the Plan. All account owners must sign
the termination  request.  Based upon the instructions the Participant  gives to
the Agent, the Agent shall either:

               (a)  issue to the  Participant  a  certificate  for whole  shares
credited to the Participant's account under the Plan and mail the certificate to
the  Participant,  along  with a check  for the  proceeds  from  the sale of any
fractional  share  remaining  in the  account,  less  any  commissions  and fees
associated with the sale; or

               (b)  sell the number of shares the  Participant  specifies  to be
sold,  plus any  fractional  share  remaining  in the  account,  and mail to the
Participant  a  certificate  for the  number of whole  shares  remaining  in the
account, along with a check for the proceeds from the sale, less any commissions
and fees associated with the sale; or

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               (c)  sell all of the  shares,  both whole  shares and  fractional
shares,  credited  to  the  Participant's  account  in the  Plan  and  mail  the
Participant a check for the proceeds  from the sale,  less any  commissions  and
fees associated with the sale.

          A notice of  termination  generally  shall be effective when the Agent
receives it. If the Participant  has authorized  dividend  reinvestment  and the
Agent  receives  the notice near a record date or after a record date and before
the related dividend payment date,  however,  the Agent, in its discretion,  may
either (a)  distribute  the dividend to the  Participant in cash or (b) reinvest
the dividend in additional  shares of common stock.  If the Agent  reinvests the
dividend in additional shares of common stock on the Participant's  behalf,  the
Agent shall  process the  termination  as soon as  practicable,  but in no event
later than five business days after the investment is completed.

          14.2 TERMINATION  BY THE  COMPANY.  The Company  reserves the right to
terminate any Participant's participation in the Plan, without advance notice to
the  Participant,  if the  Participant's  account balance is less than one whole
share of Common Stock. If the Company  terminates a Participant's  participation
under these  circumstances,  the Company  shall  instruct  the Agent to sell the
fractional share and deliver the proceeds to the Participant.

     15.  STOCK  DIVIDENDS,  STOCK  SPLITS,  AND  RIGHTS  OFFERINGS.  Any shares
distributed  by  the  Company  as a  stock  dividend  on  shares  credited  to a
Participant's  account, or upon any split of those shares,  shall be credited to
such  Participant's  account  and  held  by the  Agent  for  safekeeping.  Stock
dividends  distributed on shares registered in a shareholder's name that are not
held by the Agent under the Plan,  as well as shares  distributed  on account of
any split of those shares, shall be deposited to the shareholder's account under
the DRS program. In the event of a rights offering, a Participant's  entitlement
shall be based upon the Participant's total holdings,  including shares credited
to an account under the Plan.

     16.  VOTING  RIGHTS.  The Company shall deliver or cause to be delivered to
each  Participant  a proxy to vote all of the  Participant's  shares held in the
Plan.  The shares shall be voted in the manner the  Participant  directs in his,
her, or its proxy. If the Participant  does not return a proxy or vote in person
at the meeting, such shares will not be voted.

     17.  TAXES.  Each  Participant  shall be liable for  payment of any and all
taxes payable with respect to dividends paid on such Participant's  Common Stock
or any transactions effected by or on behalf of such Participant under the Plan.

     18.  PLAN AMENDMENT OR  TERMINATION.  The Company's Board of Directors may,
at any  time or  from  time to  time,  and  without  action  on the  part of the
Company's  shareholders,  amend,  suspend,  modify  or  terminate  the  Plan  or
terminate any  Participant's  participation in the Plan,  provided that any such
action shall not have any retroactive  effect that would prejudice the interests
of a  Participant.  The Company  shall  provide  notice to  Participants  of any
material  amendment,  modification,  suspension or termination of the Plan. Upon
termination of the Plan, the Agent shall issue a certificate to each Participant
for the whole shares credited to such  Participant's  account under the Plan and
shall  forward to each  Participant  a cash  payment  for any  fractional  share
credited to such Participant's account.

     19.  RESPONSIBILITIES OF THE COMPANY AND THE AGENT. Neither the Company nor
the Agent  shall be liable  for any act the  Company  or the Agent  does in good
faith, or for any good faith failure to act, including,  without limitation, any
claims of liability  arising out of (a) the failure to terminate a Participant's
account upon his, her, or its death before the Agent receives  notice in writing
of such  death;  (b) the  prices at  which,  or terms  upon  which,  shares  are
purchased or sold for a Participant's  account;  (c) the times when purchases or
sales are made;  or (d) the  fluctuations  in the market value of the  Company's
Common  Stock  before,  at or after  any such  purchases  or sales  can be made.
Neither the Company,  the Agent, nor any of their  respective  agents shall have
any responsibility  beyond the exercise of ordinary care for any action taken or
omitted in connection with the Plan, nor shall the Company or the Agent have any
duties,  responsibilities  or  liabilities  except as expressly set forth in the
Plan.

     20.  PLEDGES OF PLAN SHARES. Except as described in SECTIONS 13.1 and 13.2,
a Participant may not sell,  pledge,  assign,  or transfer his, her, or its Plan
account and the shares  credited to such account,  and any  attempted  pledge or
assignment shall be void.

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     21.  GENERAL RESTRICTIONS. Notwithstanding any other provision of the Plan,
the Company  shall have no  obligation  to offer,  issue or sell Common Stock to
Participants under the Plan if, at the time of the offer,  issuance or sale, any
registration statement related to Common Stock offered, issued or sold under the
Plan is for any reason not  effective or such action would not be in  compliance
with applicable laws, rules, and regulations. In addition, the Company may elect
not to offer or sell Common Stock under the Plan to individuals  residing in any
jurisdiction or foreign country where, in the Company's judgment,  the burden or
expense of compliance  with applicable blue sky or securities laws or other laws
makes  such  offer  or  sale  impracticable  or  inadvisable.  In any  of  these
circumstances,  dividends,  if and when  declared,  shall be paid in cash in the
usual manner to such shareholders.

     22.  GOVERNING  LAW.  The Plan  shall be  governed  by,  and all  questions
arising  hereunder shall be determined in accordance with, the laws of the State
of Arizona,  notwithstanding any Arizona or other conflict-of-law  provisions to
the contrary.

     23.  NOTICES. Any notice, statement or certificate required or permitted to
be given by the  Company or the Agent  under the Plan  shall be in  writing  and
shall be deemed  to have  been  sufficiently  given  for all  purposes  by being
deposited,  postage  prepaid,  in  the  United  States  mail,  addressed  to the
Participant  at his,  her, or its address as it shall last appear on the Agent's
records. Any notice,  instruction,  request or election that by any provision of
the Plan is required or  permitted to be given or made by a  Participant  to the
Agent or the Company shall be made in writing.

     24.  USE OF PROCEEDS. When the Company sells authorized but unissued shares
under the Plan,  the  Company  will use the  proceeds  of such sales for general
corporate purposes.

     25.  DEFINITION  OF "BUSINESS  DAY".  For purposes of the Plan, a "business
day" is any day except Saturday,  Sunday,  a Federal Reserve Bank holiday,  or a
New York Stock Exchange holiday.

     26.  EFFECTIVE  DATE OF THE PLAN.  The Plan shall be in effect with respect
to each Investment Date that occurs on or after February 24, 2003.

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