EXHIBIT 10-1
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

         This  Third  Amendment  to Loan  and  Security  Agreement  (hereinafter
referred to as the "Third Modification Agreement") is made as of the 25th day of
August,  1997,  by and among TAMMAC  FINANCIAL  CORP.,  a Delaware  Corporation,
having its principal  office  located at 100 Commerce  Boulevard,  Wilkes-Barre,
Pennsylvania  18702  (hereinafter   referred  to  as  the  "Lender"),   and  ILX
INCORPORATED,  an Arizona  Corporation,  having its principal  place of business
located  at 2111  East  Highland  Avenue,  Suite  210,  Phoenix,  Arizona  85016
(hereinafter referred to as the "Borrower").

                                    RECITALS:
                                    ---------

         A. On or about  August 25, 1995,  Borrower  entered into a certain Loan
and Security  Agreement  dated as of that date  providing  for Lender to advance
certain sums to Borrower on a secured basis up to a maximum principal sum of Ten
Million ($10,000,000) Dollars (the "Loan Agreement").

         B. The  obligations of the Borrower as more  particularly  set forth in
the Loan  Agreement,  are  evidenced  by,  among other  documents,  that certain
Promissory Note, dated as of August 25, 1995, executed and delivered by Borrower
to Lender in the principal sum of up to TEN MILLION  ($10,000,000)  DOLLARS (the
"Note").

         C. To secure the payment and performance of the Borrower's  obligations
pursuant to the Loan Agreement and the Note, the Borrower executed and delivered
to Lender:  (i) that  certain  Deed of Trust,  Assignment  of Rents and Security
Agreement,  made as of August 25, 1995,  designating  the Borrower as "Trustor,"
First American Title Insurance  Company as "Trustee," for the benefit of Lender,
as  "Beneficiary,"  which Deed of Trust was recorded in the Official  Records of
Gila County,  Arizona on September 13, 1995, as Fee No. 95-671002,  covering the
"Premises"  and  "Trust  Property"  more  particularly  described  therein.  The
aforesaid Deed of Trust was thereafter modified and amended by: (i) that certain
Deed of Trust Spreader and Amendment  Agreement and Amendment to Loan Documents,
made as of April  12,  1996,  by and  between  Borrower  and  Lender,  which was
recorded in the Official Records of Gila County, Arizona on June 24, 1996 as Fee
No. 96-009607 (the "Spreader Agreement");  and (ii) that certain Modification to
Deed of Trust and Amendment to Loan Documents,  made as of December 31, 1996, by
and between  Borrower and Lender,  which was recorded in the Official Records of
Gila  County,   Arizona  on  February  27,  1997,  as  Fee  No.  97-702708  (the
"Modification  to Deed of Trust",  which together with the Deed of Trust and the
Spreader  Agreement,  as same may be  modified,  amended  or  supplemented,  are
hereinafter collectively referred to as the "Deed of Trust").

         D. In conjunction with the Loan, and to perfect the security  interests
granted by the Borrower to Lender in and to the Collateral described in the Loan
Agreement,  the  Borrower  executed  and  delivered  to Lender  certain  Uniform
Commercial Code Financing  Statements,  which 
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were  amended  (herein,  the  "UCCs"),  which UCCs were filed or recorded in the
Offices of the  Secretary of State of Arizona and the  Official  Records of Gila
County, Arizona.

         E. In conjunction with the Loan, the Borrower executed and delivered or
caused  to be  executed  and  delivered  to Lender  an  Environmental  Indemnity
Agreement  with  respect to the  Premises,  Incumbency  Certificates,  Corporate
Resolutions,  an Estoppel  Certificate,  a  Governmental  Regulation  Compliance
Affidavit,  Agency Agreement,  an Intercreditor  Agreement and related documents
(collectively, the "Other Loan Documents").

         F. The Loan Agreement,  the Note, the Deed of Trust,  the UCC's and the
Other  Loan  Documents,  all  as  amended,  modified,  renewed,  substituted  or
replaced,  whether  contemporaneously  herewith  or at any time  hereafter,  are
hereinafter sometimes collectively referred to as the "Loan Documents."

         G. Pursuant to the terms of the Loan Agreement, the Draw Period expires
on August 24, 1997.

         H. The Borrower has requested  that Lender extend the Draw Period until
March 7, 1998, reduce the Advance Limit and amend and modify certain  additional
terms and conditions of the Loan Agreement.

         I.  The  Lender  has  agreed,  subject  to  the  terms  and  conditions
hereinafter provided, to enter into this Third Modification Agreement.

         NOW,  THEREFORE,  in  consideration  of Lender's  present  agreement to
modify the Loan  Documents as set forth  herein,  Borrower has agreed to execute
and deliver this Third Modification Agreement and in consideration of the mutual
covenants, promises and agreements herein contained, it is agreed as follows:

1.       Definitions:

         Unless otherwise defined herein, all capitalized and defined terms used
herein shall have the same meaning set forth in the Loan Documents.

2.      Recitals:

         The recitals set forth above are hereby  incorporated  herein as if set
forth  at  length.  The  Borrower  acknowledges  and  confirms  that  all of the
aforesaid recitals are true, accurate and correct in all respects.

3.       Estoppel with Regard to Present Principal Balance Due.

         Borrower  acknowledges and agrees that the outstanding unpaid principal
balance  remaining  due to Lender  under the Loan,  without  offset,  defense or
counterclaim, as of August 15, 1997, is: $1,905,326.71.
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4.       Continued Validity of Loan Documents:

         Borrower hereby acknowledges,  ratifies,  confirms and affirms: (i) the
extent and validity of the Loan Documents; (ii) that said Loan Documents are and
remain valid,  enforceable in accordance with their respective terms and are and
remain in full  force  and  effect as of the date  hereof,  (iii)  that the Loan
Documents are not subject to any real or personal defenses whatsoever; (iv) that
pursuant  to the  security  interests  granted  to Lender  pursuant  to the Loan
Documents,  the Loan  Documents  constitute a valid third mortgage lien upon the
Premises and Trust Property and a continuing valid first perfected lien upon the
other collateral therein described which security interests and liens secure the
payment and  performance of the Obligations now or hereafter due and owing under
the  Loan   Documents.   The   Borrower   warrants  and   represents   that  all
representations  contained in the Loan Documents are true and complete as of the
date hereof,  no warranty  therein  contained  has been  breached as of the date
hereof and it is in full  compliance  with all the terms and conditions  thereof
and has performed all obligations on its part to be performed therein.

5.       Representations, Warrants and Covenants:

         The Borrower hereby represents, warrants and covenants as follows:

         A. The Borrower  has  disclosed  its current  financial  condition  and
circumstances  to Lender.  Any and all  substantial  and/or  material or adverse
changes in its financial condition and circumstances which shall occur after the
date of the disclosure of its financial  condition shall be immediately  brought
to the attention of Lender by Borrower and Lender shall be promptly  notified in
writing of same by Borrower.

         B. To the best of  Borrower's  knowledge,  information  and  reasonable
belief, its execution,  delivery and performance in accordance with the terms of
this Third  Modification  Agreement  do not violate any  applicable  law,  rule,
regulation or order of any governmental authority or in any way conflict with or
result in a breach of any of the terms,  conditions  or  provisions of any other
agreement or instrument to which it may be bound.

         C. The financial disclosures made by the Borrower accurately and fairly
presents its financial  condition and circumstances as of the date of this Third
Modification Agreement and there had been no further substantial and/or material
adverse changes in its financial  condition and  circumstances as of the date of
this Third Modification Agreement.

         D.  There are no  actions,  suits or  proceedings  pending  (nor to the
Borrower's knowledge any actions, suits or proceedings threatened,  nor is there
any basis therefore), against or in any way relating adversely to its properties
in any court or before any arbitrator of any kind or before any  governmental or
non-government body which, if adversely  determined,  would singularly or in the
aggregate have a material adverse affect on its financial condition.

         E. The Borrower has no knowledge of any material  violations of and has
not received  written  notice from any  governmental  authority  concerning  any
environmental,  health, fire, safety, building,  engineering,  or zoning or code
violations with respect to the Premises or any portion thereof.
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6.       Modifications to All of the Loan Documents:

         From and after the date of this Third Modification Agreement,  the Loan
Agreement is hereby modified as follows:

         A. Wherever the sum of TEN MILLION  ($10,000,000.00) DOLLARS appears in
the  Loan  Documents,  same  shall  be  deleted  and  the  sum of  FIVE  MILLION
($5,000,000.00) DOLLARS shall be inserted in lieu thereof.

         B. Wherever the word or words "Note" or "Promissory Note" shall appear,
said term or terms shall be deemed to mean the Amended and  Restated  Promissory
Note executed contemporaneously with this Third Modification Agreement.

7.       Modifications  to the Loan  Agreement.  From and after the date of this
Third Modification Agreement, the Loan Agreement is hereby modified as follows:

         A.  Subsection  (xiii) of Section I.1 is deleted and replaced  with the
following:

                  1. Acceptable  Contract:  For purposes of this  Agreement,  an
"Acceptable  Contract" shall be a consumer contract or agreement and all related
documents  entered  into  between  the  Borrower as seller  and/or  lender and a
Consumer  as the  purchaser  and/or  borrower  of (or  relating  to) a timeshare
interest  defined in and created by the  Project  Documents,  which  satisfy the
following  requirements,  and  which  are in all other  respects  acceptable  to
Lender:  . . . (xiii) an Acceptable  Contract shall not include a contract where
the Consumer shall have filed for protection  under any bankruptcy or insolvency
laws  or  shall  have  been  the  subject  of  a  prior  or  existing  judgment,
repossession,  attachment,  garnishment, tax lien, foreclosure or any charge-off
relating to any account; and . . . .

         B. Section I.4 is deleted and replaced with the following:

                  4.  Advance  Limit:  The term  "Advance  Limit" shall mean the
loans or Advances  which the Lender  may,  from time to time when  requested  by
Borrower  make to  Borrower,  and which shall not in the  aggregate  at any time
exceed the lesser: (i)  $5,000,000.00;  or (ii) the product of eighty-five (85%)
percent  multiplied  by  the  aggregate   remaining  principal  balance  of  the
Acceptable Contracts in which Lender is granted a security interest hereunder.

         C. Section 1.25 is deleted and replaced with the following:

                  25.  Related   Documents:   "Related   Documents"   means,  as
applicable to each Contract, the credit package, which shall include, but not be
limited to, a credit  report  relating to each of the Consumers  executing  said
Contract issued by a nationally  recognized  credit reporting agency or service,
security  agreements,  mortgages,  mortgage  deeds,  deeds of trust securing the
Contracts  and  encumbering  the Timeshare  Estates,  guaranty  agreements,  all
records pertaining to the Contracts,  including,  but not limited to, all files,
closing or settlement statements,  title insurance reports and policies,  copies
of deeds,  contracts,  prospectuses  delivered  to  Consumers,  public  offering
statements,  receipt  of  said  prospectuses  and  public  offering  statements,
truth-in-
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lending  disclosure  statements,   information,  documents,  records  and  other
writings or documents of every kind and nature  submitted  and/or executed by or
on behalf  of a  Consumer  and  relating  to the  Contracts  and the  Consumer's
financing thereof.

         D. Section 2.2(a) is deleted and replaced with the following:

                  2.       Advances:

                           (a) At Borrower's  request,  Advances will be made by
Lender during the period  commencing  from the date of this Agreement and ending
on March 7, 1998 (the "Draw Period"),  provided,  however, that no Advances will
be made to Borrower if an Event of Default exists, or if the aggregate amount of
all  Advances  (including  the Advance  requested),  exceeds or would exceed the
Advance Limit.

         E.  Section  II.7 is  deleted in its  entirety  and  replaced  with the
following:

                  7. Maturity Date: The unpaid  principal,  the accrued interest
and all costs and  expenses  relating  to the Loan  shall be payable on March 7,
2004,  unless sooner  demanded in accordance  with the terms and  provisions set
forth herein.

         F. Section II.8 is modified by  inserting  the  following at the end of
this Section:

                  Without  in any  way  limiting  the  obligations  of  Borrower
pursuant  to  this  Agreement,  upon  the  occurrence  of  an  Excess  Borrowing
situation,  Borrower shall, within five (5) business days after receiving notice
of the existence of a Delinquent Contract,  at Borrower's option,  repurchase or
replace  same with an  Acceptable  Contract if the  Contract  became  delinquent
during the Draw Period,  or repurchase said Delinquent  Contract if the Contract
became delinquent after the Draw Period.

         G. Section II.9(a) is deleted and replaced with the following:

                  9. Mandatory Payments:  (a) Unless accelerated pursuant to the
terms and conditions of this  Agreement,  or paid before the scheduled  Maturity
Date  of  the  Loan,  the  Borrower  shall  pay  to  Lender  seventy-seven  (77)
consecutive  minimum  monthly  payments  each in an amount equal to  ninety-four
(94%) percent of the scheduled monthly payments of principal and interest due on
the Acceptable  Contracts  comprising  the  Collateral for the Loan  ("Mandatory
Payments").  All Mandatory  Payments as herein above  provided  shall be applied
first to the payment of accrued and unpaid  interest  and the  balance,  if any,
shall be applied to the payment of the  installments of principal then remaining
unpaid.  The aforesaid  payments shall be payable in arrears on the first day of
each  calendar  month  commencing  on the first day of  October,  1997 and shall
continue until such time as the full  principal  sum,  together with all amounts
owing under the Loan have been paid in full.  The  aforesaid  payments  shall be
made  payable  out of the  monthly  collections  received  under the  Acceptable
Contracts.  In the event the monthly collections are in excess of the applicable
monthly  Mandatory  Payments as  aforesaid,  said  excess  shall be applied as a
prepayment of the principal  balance  remaining due under the Loan. In the event
the monthly  collections  from the Acceptable  Contracts are insufficient to pay
the aforesaid  monthly  principal 
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and/or interest on the Loan the Borrower shall pay the interest and/or principal
insufficiency on the first of each month as aforesaid.

         H. The Second sentence of Section IV.4 is deleted and replaced with the
following:

                  . . . No  other  person  has or will  have any  right,  title,
interest,  claim or lien  therein,  thereon  of  thereto,  other  than:  (a) the
existing  first  lien  on  the  Premises  maintained  by  Litchfield   Financial
Corporation ("Litchfield"), as assignee of Bank One, Arizona, NA, formerly known
as The Valley National Bank, with a principal  balance due thereunder of no more
than  $1,500,000.00;  (b) the existing second lien on the Premises maintained by
Kohl's Ranch Associates,  securing an original principal balance of $367,750.00;
(c) the authorized borrowings as hereinafter  provided;  (d) customary equipment
lease  agreements  or purchase  money  financing  of  equipment  entered into by
Borrower  and  relating  to  the  Project,   which  unpaid  lease  or  financing
obligations thereunder do not exceed, at any time, in the aggregate,  the sum of
$200,000.00;  (e)  the  fourth  mortgage  lien  on the  Premises  maintained  by
Litchfield,  with a maximum principal  balance of  $5,000,000.00;  (items 4.(a),
(b),  (c),  (d) and (e) above  being  hereinafter  sometimes  referred to as the
"Permitted Lien(s)") and (f) the rights, if any, of the Consumers.

         I. The first sentence of Section IV.12 is deleted and replaced with the
following:

                  The Borrower's  Chief  Executive  Office,  principal  place of
business and books and records relating to the Collateral  pledged hereunder are
located at 2111 East Highland Avenue,  Suite 210, Phoenix,  Arizona 85016 and at
the Premises.

         J. The following Affirmative Covenant is added at the end of Section V:

                  27.  Conversion and Upgrades of Contracts:  Borrower agrees to
pay to Lender a conversion  or upgrade fee equal to one hundred and  twenty-five
dollars  ($125.00)  for  each  Contract   constituting  an  Acceptable  Contract
hereunder  and pledged to Lender as  security  for the  Borrower's  Obligations,
which Contract is upgraded, converted, transferred or exchanged to, for, or with
an interest in any timeshare  condominium  project now or hereafter owned by, or
under the direct or indirect control of Borrower, or any subsidiary or affiliate
of Borrower,  including, but not limited to the Golden Eagle Resort at the Crags
Lodge,  located in Estes Park,  Colorado,  being developed by the Borrower,  the
Varsity Clubs of  America-South  Bend Chapter,  located in South Bend,  Indiana,
being developed by VCA South Bend  Incorporated,  or Sedona Vacation Club at Los
Abrigados, located in Sedona, Arizona, being developed by Los Abrigados Partners
Limited Partnership (a "Conversion[Upgrade Contract"). Said fee shall be due and
payable contemporaneously with the acceptance of the Conversion/Upgrade Contract
by the  Borrower  or any such  subsidiary,  affiliate  or  controlled  person or
entity.

8.  Documentation  to be furnished to Lender:  Lender's  Agreement to enter into
this Third Modification  Agreement as herein set forth is expressly  conditioned
upon Lender's and its counsel's  receipt,  review and  acceptance,  prior to the
execution and delivery of this Third  Modification  Agreement  (unless otherwise
noted), of the following documentation and information:
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         A. True copies of the existing Consumer documentation,  if same differs
from the Consumer documentation previously approved by Lender and its counsel or
a  statement  to the effect that the  existing  Consumer  Documentation  has not
changed.

         B. The filed Certificate or Articles of Incorporation  and By-Laws,  as
amended to date,  for the  Borrower.  This  requirement  may be  satisfied  by a
written  certification  that the  Certificate or Articles of  Incorporation  and
By-Laws of the Borrower,  which are currently in Lender's  possession,  have not
been amended or modified in any respect.

         C. The names and titles of all current  officers  and  directors of the
Borrower.

         D. A  certificate  of good  standing  for the  Borrower,  or such other
documentation as is reasonably  satisfactory to Lender,  in all jurisdictions in
which Borrower is authorized or licensed to do business.

         E.  Corporate  franchise  tax  searches  and/or  certificate  from  the
Director of Revenue, or such other  documentation as is reasonably  satisfactory
to Lender,  that no taxes are due to the taxing authorities having  jurisdiction
over the Borrower.

         F.  Continuation  Uniform  Commercial  Code financing  searches for the
Borrower  in all  applicable  jurisdictions  where the  Borrower  is  conducting
business.

         G.  An  updated,  completed  and  signed  Environmental   Questionnaire
relating to the Resort.

         H.  Federal tax lien,  state tax lien,  and  judgment  searches for the
Borrower.

         I. Evidence of continuing compliance with all applicable federal, state
and local environmental laws, rules,  regulations and ordinances relating to the
Resort and the Borrower.

         J. An  updated  listing  and  copy  of all  certificates,  permits  and
licenses required in connection with the use and operation of the Resort and the
sale and financing of Timeshare Estates.

         K. A  listing  and  description  of all  pending  lawsuits  or  similar
proceedings  involving the Borrower or the Resort,  in which the Borrower or the
Resort is a defendant or otherwise defending any claim which is in excess of ten
thousand ($10,000.00) dollars.

         L. Intentionally Omitted.

         M. An endorsement to the title insurance policies  previously issued to
Lender  by First  American  Title  Insurance  Company  which  confirms  that the
modification to the Deed of Trust,  being executed  contemporaneously  herewith,
has been properly  indexed and recorded in the Official  Records of Gila County,
Arizona  and that  there  are no  exceptions,  liens,  mortgages,  encumbrances,
restrictions  or similar or  dissimilar  clouds on title,  except for  Permitted
Liens or other exceptions that are approved by the Lender and its counsel.
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         N. Written authorizations and/or waivers from any creditors authorizing
the transactions  contemplated  herein if so required  pursuant to said lender's
loan documents or satisfactory  evidence that no such  authorizations or waivers
are required.

         O.  Evidence that all fees,  dues,  charges,  assessments  and the like
relating  to the  Timeshare  Estates  are current and that there are no liens or
encumbrances  relating  thereto,  and if not current,  Borrower  shall furnish a
current list of all delinquencies.

         P. A true copy of the current and proposed  budget of the homeowners or
property  owners  association  managing  and  administering  the  affairs of the
Resort.

         Q. Evidence that all Project Documents and all amendments  thereto have
been properly registered with or approved by the appropriate  authorities having
jurisdiction  over the Resort,  or evidence  that all Project  Documents and any
amendments thereto do not require registration or approval, as aforesaid.

         R. A true copy of any and all  agreements  relating  to the use  and/or
operation of the Resort, which have not previously been delivered to Lender.

         S.  Execution and delivery of this Third  Modification  Agreement,  the
Amended  and  Restated  Note,  the  Third  Modification  of  Deed of  Trust,  an
Incumbency Certificate,  authorizing  resolutions,  estoppel certificate and all
other documentation or information required or requested by Lender, in such form
and substance as is satisfactory to Lender.

9. Further  Assurances:  Borrower agrees that it shall execute and/or deliver to
Lender any documents,  information or agreements as may be reasonably  requested
by Lender or its counsel at any time so long as any sums due or  obligations  to
be performed under the Loan Documents remain unpaid or unperformed.

10.  Release and Discharge of Lender:  Borrower  hereby  releases and discharges
Lender of and from all claims, causes of action,  demands,  damages or suits, at
law or in  equity,  which  it may,  as of the  date of this  Third  Modification
Agreement,  have or claim to have against the Lender  relating to, rising out of
or resulting from its lending  relationship  with Lender, or with respect to the
Obligations  due to Lender as evidenced by the Loan Documents or the Premises or
the other Collateral.

11.  Governing Law: This Third  Modification  Agreement shall be governed by and
construed  in  accordance  with the laws of the  Commonwealth  of  Pennsylvania,
without regard to the principles of conflicts of laws.

12. Binding Effect: This Third Modification Agreement is binding upon, inures to
the benefit of and is  enforceable  by the  successor and assigns of the parties
hereto. This Third Modification Agreement is not assignable by Borrower.

13. Non-Waiver: No failure or delay on the part of Lender, or its successors and
assigns,  in the exercise of any right,  power or privilege pursuant to the Loan
Documents  or this Third  Modification  Agreement  is to be  construed  to be or
operate as a waiver. Partial exercise of any 
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right,  power or privilege by Lender is not to preclude  any further  right,  or
power or privilege nor be deemed a waiver.  Any waiver or  modification  of this
Third  Modification  Agreement or any other  document,  instrument  or agreement
executed  by  Borrower is to be in writing  signed by the  Borrower  and Lender.
Lender may, in its sole discretion,  release,  impair or surrender all or any of
the interest granted  hereunder or any other agreement  executed by the Borrower
without  waiving,  exhausting or impairing  any of Lender's  rights and remedies
available  pursuant to the Loan  Documents,  including  this Third  Modification
Agreement.

14.  Inconsistent  Rights  or  Remedies:  In the  event  that  any  of the  Loan
Documents, including this Third Modification Agreement, contain any inconsistent
rights or remedies  otherwise  available to Lender,  the rights and/or  remedies
accorded to Lender giving the Lender the greatest  protection  and/or  affording
Lender the greater rights and remedies shall control, the determination of which
shall be left to the sole and exclusive discretion of Lender.

15. Representation by Counsel; Drafting of Agreement: Borrower acknowledges that
it has had the opportunity to consult  independent  counsel of its own selection
in connection with the matters covered by this Third Modification  Agreement and
that it has executed and delivered  this Third  Modification  Agreement (and any
other documents  referred to herein or in connection  herewith) with the benefit
of counsel and of its own free will and volition. Borrower also acknowledges and
agrees that the terms of this Third Modification  Agreement have been negotiated
in good faith by the parties and that said terms shall be construed in a neutral
fashion  without  regard  to  the  draftsmanship  of  this  Third   Modification
Agreement.

16.  Severability:  In the event that any  portion  of this  Third  Modification
Agreement is deemed  unenforceable  by a court of competent  jurisdiction,  such
provision declared to be unenforceable is to be deemed to have been omitted from
this Third Modification Agreement and all such remaining terms and conditions of
this Third Modification Agreement are to continue in full force and affect.

17. Continued  Effectiveness of Loan Documents:  Except as specifically modified
herein, all of the other terms and conditions of the Loan Documents shall remain
in full force and effect and the parties hereto expressly confirm and ratify all
of their respective liabilities,  obligations, duties and responsibilities under
and pursuant to said Loan  Documents,  as modified.  It is the  intention of the
parties  hereto that this Third  Modification  Agreement  shall not constitute a
novation and shall in no way adversely affect or impair the lien priority of the
Deed of Trust, as modified,  and the security  interests granted pursuant to the
Loan Documents.

IN  WITNESS  WHEREOF,  the  parties  have  executed  and  delivered  this  Third
Modification  Agreement or caused this Third  Modification  Agreement to be duly
executed and delivered by
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their proper and duly authorized  officers or  representatives as of the day and
year first above written.


ATTEST:                                 ILX INCORPORATED,
                                        an Arizona Corporation, Borrower



                                        By:
-------------------------------------      -------------------------------------
 Stephanie D.  Castronova, Secretary             Nancy J. Stone, President



WITNESS/ATTEST:                         TAMMAC FINANCIAL CORP.,
                                        a Delaware corporation, Lender



                                        By:
-------------------------------------      -------------------------------------
Edmund P. Levandoski, Vice President              Andy G. Roosa, President
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