Exhibit 10.1

                           PURCHASE AND SALE AGREEMENT

     This Purchase and Sale  Agreement  ("Agreement")  is made with reference to
the following  definitions and terms, subject to such further  qualifications as
are expressly hereinafter set forth:

     Name & Address of Project:  Las Vegas Golf Center, L.L.C.
                                 4813 Paradise Road
                                 Las Vegas, Nevada

     Agreement Date:             August 16, 2000 (to be completed by
                                 Seller/Leaseholder only upon execution of this
                                 Agreement by Seller/Leaseholder)

     Buyer Notice Address:       Name:      ILX Resorts Incorporated
                                            Attn: Mr. Joseph P. Martori
                                            Chairman of the Board
                                 Address:   2111 E. Highland, Suite 210
                                            Phoenix, AZ 85016
                                 Telephone: (602) 957-2777
                                 Facsimile: (602) 957-2290

     Seller/Leaseholder          Name:      Las Vegas Golf Center, LLC
     Notice Address:                        Attn: Lodwrick Cook, Managing Member
                                 Address:   13924 Weddington Street
                                            Sherman Oaks, CA 91401
                                 Telephone: (818) 784-1245
                                 Facsimile: (818) 783-4633

                                 PRICE AND TERMS

A. PURCHASE PRICE:  $5,000,000.00 ("Purchase Price") payable by Buyer at closing
in cash, by certified check or wire transfer of good funds.  In addition,  Buyer
shall  assume the balance of all  outstanding  equipment  leases as described in
Exhibit B. Also,  at  Buyer's  option,  Buyer may  purchase  various  furniture,
fixtures,  and office  equipment  owned by the Ranchito  Company,  LLC currently
being  used by  Seller/Leaseholder  as  further  described  in  Exhibit  C.  The
additional  furniture,  fixtures and equipment  include office  furniture in the
conference  room and  executive  offices as well as the  computers in that area.
Seller/Leaseholder  will  compile and  provide to Buyer a list with  depreciated
values on the Exhibit C list on or before  September  20, 2000 and provide Buyer
with copies of the  equipment  leases,  as  reflected on Exhibit B, on or before
August 31, 2000.

B. OPENING OF ESCROW: That date on which Seller/Leaseholder deposits with Escrow
Agent  all   originals   of  this   Agreement   fully   executed  by  Buyer  and
Seller/Leaseholder ("Opening of Escrow Date").

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C. DUE DILIGENCE  PERIOD:  Six (6) months after the Opening of Escrow Date ("End
of the Due Diligence Period").

D. CLOSING DATE (SEE ALSO SECTION  8.1):  Six (6) months after Opening of Escrow
Date ("Closing Date").

E. PERSONAL  PROPERTY:  This Agreement  includes all personal  property owned by
Seller/Leaseholder  located on the  Property  and used in the  operation  of the
Property as of the Agreement Date.  Personal property listed on Exhibit C is not
owned by Seller/Leaseholder.

F. ESCROW AGENT:

     Nevada Title Company
     3320 West Sahara, Suite 200
     Las Vegas, Nevada 89102
     Attention: Troy Lochhead
     Phone: 702-251-5280
     Fax: 702-966-5748

G. TITLE COMPANY: Nevada Title Company

H. BROKERS (SEE SECTION 11).

SECTION 1. SALE AND PURCHASE.

     1.1 PROPERTY. Seller/Leaseholder agrees to sell, convey and assign to Buyer
and Buyer agrees to purchase and accept from Seller/Leaseholder for the Purchase
Price  and   subject   to  the   terms  and   conditions   herein   set   forth,
Seller/Leaseholder's  entire leasehold  right,  title and interest in and to the
real  Property  legally  described  In  Exhibit A attached  hereto  and  further
described below (collectively the "PROPERTY").  The Property is the subject of a
lease  between  Seller/Leaseholder  as  Tenant  and  Clark  County  as  Landlord
("Lease"). The Property includes all improvements of each and every kind located
on the Property  which is a part of the  Property.  All tangible and  intangible
personal property,  including all equipment,  trade names and telephone numbers,
and contracts of any kind owned or leased by  Seller/Leaseholder  on the Closing
Date and attached to or used in connection with the land or improvements and the
ownership,   maintenance  or  operation  thereof   (collectively  the  "Personal
Property").

     1.2  TITLE  COMMITMENT.  The  sale  of  the  Property  is  subject  to  all
rights-of-way,  easements, encumbrances and other matters of record that will be
shown in the Title Commitment of Title Company  ("Commitment")  (see Section 3);
liens for  general  state,  county and local real  estate  taxes;  zoning  laws,
restrictions,  and  stipulations,  subdivision  regulations  and other  laws and
ordinances regulating the use of or improvements to the Property, and the Master
Lease with Clark County.

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SECTION 2. PURCHASE  PRICE:  EARNEST MONEY.  The Purchase Price shall be paid as
follows:

     2.1 EARNEST  MONEY.  Within three (3) business days of execution  hereof by
Seller/Leaseholder  and return by  Seller/Leaseholder of this Agreement executed
by  Seller/Leaseholder to Buyer, Buyer shall deliver to the Escrow Agent the sum
of $100,000 as the earnest  money  deposit by  cashier's  check or federal  wire
transfer of funds payable to the Escrow Agent ("Earnest Money"). On the 61st day
after  the  Opening  of  Escrow  Date,  $50,000  of the  Earnest  Money  will be
non-refundable  unless  prior  to  such  date  the  Buyer  has  terminated  this
Agreement. Unless Buyer has previously terminated this Agreement, $12,500 of the
Earnest  Money shall  additionally  become  non-refundable  on each of the 90th,
120th and 150th days after the Opening of Escrow Date.  The Earnest  Money shall
apply to the Purchase Price.  Prior to the 61st day after the Opening of Escrow,
Seller   shall   deposit   into   escrow  (i)  all   documents   required   from
Seller/Leaseholder  to close escrow with such  documents  fully signed by Seller
and notarized as necessary,  and (ii) an irrevocable  instruction  letter to the
Escrow  Company  instructing it to use such documents to close escrow upon Buyer
fulfilling  its  obligations  and funding the monies  required to close  escrow.
Conditioned upon Escrow Agent receiving such signed and notarized documents from
Seller,  Escrow  Agent  shall pay to Seller the  Earnest  Money  amounts as such
amounts become non-refundable to Buyer.

     2.2 ESCROW AGENT.  The parties hereby designate Nevada Title Company as the
Escrow Agent and the Title  Company,  respectively.  The Escrow Agent shall hold
the Earnest Money in escrow, invest the same in an interest-bearing account, and
pay or apply the same in accordance with the terms hereof.

     2.3 CLOSING FUNDS.  The cash funds necessary to close escrow (plus or minus
prorations  and credits as  expressly  provided for in Section 6 below) shall be
paid at Closing by Buyer in immediately  available  funds, by cashier's check or
federal wire transfer to the Escrow Agent  pursuant to  instructions  consistent
with this Agreement.

     2.4 ESCROW AGENT DUTIES.  The parties  acknowledge that the Escrow Agent is
acting solely as a stakesholder at their request and for their convenience; that
the Escrow  Agent shall not be deemed to be the agent of either of the  parties;
and that the Escrow  Agent  shall not be liable to either of the parties for any
action or omission on its part taken or made in good faith, and not in disregard
of this Agreement,  but shall be liable for its negligent acts and for any loss,
cost or expense  incurred  by  Seller/Leaseholder  or Buyer  resulting  from the
Escrow  Agent's  mistake of law respecting the scope or nature of Escrow Agent's
duties  hereunder.  Seller/Leaseholder  and Buyer shall  jointly  and  severally
indemnify and hold the Escrow Agent harmless from and against all costs,  claims
and expenses,  including reasonable attorneys' fees, incurred in connection with
the performance of the Escrow Agent's duties  hereunder,  except with respect to
actions  or  omissions  taken  or made by the  Escrow  Agent  in bad  faith,  in
disregard of this  Agreement or involving  negligence  on the part of the Escrow
Agent.

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SECTION 3. TITLE INSURANCE.

     3.1 TITLE COMMITMENT.  Seller/Leaseholder  shall cause Escrow Agent, within
ten (10) business days after execution of this  Agreement,  to provide Buyer and
Seller/Leaseholder  with a  Commitment,  disclosing  all matters of record which
relate  to the  leasehold  title  to  the  Real  Property,  and  Escrow  Agent's
requirements  for both closing the escrow  created by this Agreement and issuing
the policy of title insurance  described in this Agreement (the Commitment shall
also be suitable to serve as the basis for  issuance  of an ALTA  extended  form
coverage  lender's  leasehold  title  insurance  policy).  At such time as Buyer
receives  the  Commitment  (and  any  amended  report  adding  additional  title
exceptions),   Seller/Leaseholder   shall  also  cause  legible  copies  of  all
instruments  referred  to in the report or  amended  report to be  furnished  to
Buyer.  Buyer shall have ten (10) business days after receipt of the  Commitment
(and any amended report adding  additional title  exceptions) and the furnishing
of all  instruments  described  in the report to object in writing to any matter
shown in the  Commitment.  If Buyer fails to object within the  10-business  day
period,  the  condition  of title to the  Property  shall be deemed  approved by
Buyer. In the event Buyer does object in writing to any matter  disclosed in the
Commitment or any amended  report,  Seller/Leaseholder  shall  attempt,  in good
faith and using due diligence,  to remove such objection before Close of Escrow.
If any such matter cannot be removed after  Seller/Leaseholder's  attempts to do
so,  Seller/Leaseholder shall so notify Buyer, in writing, and Buyer shall elect
within  five (5)  business  days after  receipt of  Seller/Leaseholder's  Notice
either  (i) to cancel  this  Agreement  and  receive a return of all  refundable
Earnest Money paid, together with any interest accrued thereon; or (ii) to close
escrow waiving and taking title subject to such matters.  Failure to give notice
to  Seller/Leaseholder of Buyer's election shall constitute an election to waive
the  objection.  All  exceptions  in the  Commitment  plus all other  exceptions
approved by Buyer are referred to as "Permitted Exceptions."

     3.2 NO ADDITIONAL  LIENS.  Seller/Leaseholder  shall not place,  permit, or
cause to be placed any liens or  encumbrances  on the title to the Property from
the  date  of  this  Agreement  through  Close  of  Escrow  or  thereafter.   If
Seller/Leaseholder  places, permits, or causes a lien or encumbrance on the Real
Property,  contrary to the provisions of this Agreement, which can be removed by
the payment of money, Escrow Agent is hereby expressly authorized, directed, and
instructed  to pay such  monies in order to remove  the lien or  encumbrance  at
Close of Escrow from monies otherwise payable to  Seller/Leaseholder at Close of
Escrow, and the net proceeds otherwise available to  Seller/Leaseholder at Close
of Escrow shall be reduced accordingly.

SECTION  4.  SURVEY.   Within  five  (5)  days  after  signing  this  Agreement,
Seller/Leaseholder  shall deliver to Buyer a copy of any ALTA survey, if any, in
the  possession of  Seller/Leaseholder.  If  additional  surveys are required in
order for Buyer to secure  financing,  such additional  surveys shall be done at
Buyer's expense.

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SECTION 5. DUE DILIGENCE AND CONDITIONS OF CLOSING.

     5.1 DUE DILIGENCE PERIOD. Buyer shall have six (6) months after receiving a
signed Agreement from the  Seller/Leaseholder to review and inspect the Property
and accept or reject the Property for any reason  whatsoever  including  but not
limited  to the Buyer  arranging  financing  for the  purchase  on terms  solely
acceptable to Buyer at its discretion.  If Buyer terminates this Agreement prior
to the 60th day after the Opening of Escrow  Date,  Buyer shall be refunded  its
full Earnest Money Deposit.  If Buyer  terminates  this Agreement after the 60th
day  after  Opening  of Escrow  Date but  prior to the end of the Due  Diligence
Period,  the Escrow  shall be  automatically  terminated  and the balance of any
Earnest Money that is refundable will be returned to Buyer.

     5.2 PHASE ONE ENVIRONMENTAL  REPORT.  During the first five (5) days of the
Due Diligence Period,  Seller/Leaseholder shall provide Buyer with an exact copy
of the most recent Phase One  Environmental  Report  prepared for the benefit of
the Seller/Leaseholder, if one exists.

     5.3 REAL  ESTATE  TAX  BILLS.  During  the  first  five (5) days of the Due
Diligence  Period,  Seller/Leaseholder  shall provide Buyer with exact copies of
the most recent real estate tax bills.

     5.4 CONDITIONS OF CLOSING.  The conditions of closing this  transaction are
the following:

          (a) Buyer securing financing of the Purchase Price on terms acceptable
to Buyer in its sole discretion.

          (b) Clark County and the Buyer at the time of Closing having  executed
an amendment  to the existing  Lease so (i) the term of the Lease at the time of
Closing is a minimum of 50 years;  (ii) the rental structure is revised so it is
no longer  based  upon 15% of gross  revenues,  but  instead  on a  commercially
reasonable  basis as determined by Buyer in its sole  discretion;  and (iii) the
Buyer or its affiliate is approved as the Tenant of the Lease.

          (c) Buyer or its affiliates having received all governmental approvals
from applicable  Nevada  authorities for the development and sale of a timeshare
project to be located on the Property.

          (d)  Seller/Leaseholder  is not liable in any way for failure of Buyer
to   complete   any  of  the  above   conditions.   Seller/Leaseholder   and  or
Seller/Leaseholder's representatives shall work in good faith to assist buyer in
the completion of the conditions if necessary.

SECTION 6. PRORATIONS.

     6.1 SETTLEMENT STATEMENT. Escrow Agent shall prepare a pro forma settlement
statement and circulate  same to the parties at least ten (10) days prior to the
Closing  Date  reflecting  all  proposed  prorations  for  mutual  review by the
parties.

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     6.2  TAXES  AND  ASSESSMENTS.  All real  property  taxes,  if any,  and all
occupancy  taxes,  shall be prorated between the parties as of the Closing Date.
For the tax year in which escrow closes, Seller/Leaseholder shall be charged and
Buyer  shall  be  credited  at the  Close  of  Escrow  with an  amount  equal to
Seller/Leaseholder's  prorated  share for such tax year  (based on the number of
days  the  Property  is  owned by  Seller/Leaseholder  in such tax  year) of all
Property  taxes  applicable to the Property based upon the actual  figures,  and
based on the most recent tax rate as then determined.  If the actual real estate
taxes are later  determined to be different  from those upon which the proration
provided for herein was based,  within  thirty (30) days  following  the written
request of either party,  Seller/Leaseholder and Buyer shall subsequently adjust
the difference  with a reconciling  payment to be made by one party to the other
outside of escrow based upon the actual  figures.  Seller/Leaseholder  shall pay
all assessments on the Property in full from its sales proceeds.

     6.3  ESCROW/TITLE/RECORDING  FEES. All escrow fees and recording fees shall
be shared equally by Buyer and Seller/Leaseholder provided, however, Buyer shall
pay for the cost of recording the Assignment of Leasehold Interest.  Buyer shall
pay all fees and premiums with respect to issuance of preliminary title reports,
title insurance commitments and standard coverage owner's title insurance policy
to be issued  to Buyer.  Subject  to  compliance  at  Buyer's  expense  with all
additional  requirements of Escrow Agent (subject to the good faith  cooperation
of Seller/Leaseholder regarding such additional requirements), Buyer may request
the issuance at Close of Escrow of an extended coverage owner's leasehold policy
of  title  insurance  in  lieu  of that  to be  provided  by  Seller/Leaseholder
hereunder.  Buyer shall be  responsible  for any excess  premium  over  standard
coverage  required for extended  coverage title  insurance,  for the cost of all
endorsements, and for any lender's leasehold policy of title insurance.

     6.4  DEDUCTIONS AND DEPOSITS.  All closing costs and  prorations  otherwise
payable  by  Seller/Leaseholder  shall  be  deducted  from  Seller/Leaseholder's
proceeds at Close of Escrow. Buyer agrees to deposit with Escrow Agent an amount
in addition  to the  Purchase  Price  sufficient  to pay all  closing  costs and
prorations payable by Buyer hereunder.  Seller/Leaseholder  shall be responsible
to pay, and there shall be deducted  from  Seller/Leaseholder's  proceeds at the
Close of Escrow,  any and all  prepayment  penalties or other charges to pay off
any existing loans on the Property.

     6.5  OPERATING  BUSINESS  PRORATIONS.  Seller/Leaseholder  and Buyer  shall
prorate all  operating  revenues and expenses  outside  escrow as of the Closing
Date.  Seller/Leaseholder  and Buyer shall each use their good faith  efforts to
complete such prorations within two days subsequent to the Closing.

SECTION 7. REPRESENTATIONS AND WARRANTIES.

     7.1 BY BUYER.  Buyer  represents  and  warrants  to  Seller/Leaseholder  as
follows:

          (a) Buyer, and each of the persons  executing this Agreement on behalf
of Buyer, represent and warrant that (i) Buyer is a duly authorized and existing
entity (e.g., corporation,  partnership, limited liability company, or trust) in

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good  standing;  (ii)  Buyer has full  right and  authority  to enter  into this
Agreement and to consummate the transactions  contemplated herein; (iii) each of
the persons  executing this Agreement on behalf of Buyer is authorized to do so;
and (iv) this Agreement  constitutes a valid and legally  binding  obligation of
Buyer,  enforceable  in accordance  with its term.  Buyer will provide to Escrow
Agent and  Seller/Leaseholder  any documents reasonably required by Escrow Agent
regarding Buyer's authority to enter into and close the transaction contemplated
by this Agreement.

          (b) There are no legal or  administrative  proceedings  pending or, to
the best of Buyer's knowledge,  threatened against or affecting Buyer that would
affect  Buyer's  legal  authority  or  financial  ability  to  comply  with this
Agreement and close the  transaction  described  herein in  accordance  with the
terms hereof.

     7.2 BY SELLER/LEASEHOLDER.  Seller/Leaseholder  represents arid warrants to
Buyer as follows:

          (a)  Seller/Leaseholder,  and  each  of  the  persons  executing  this
Agreement  on behalf of  Seller/Leaseholder,  represent  and  warrant  that this
Agreement    constitutes   a   valid   and   legally   binding   obligation   of
Seller/Leaseholder, enforceable in accordance with its terms. Seller/Leaseholder
will  provide to Escrow  Agent and Buyer any  documents  reasonably  required by
Escrow Agent  regarding  Seller/Leaseholder's  authority to enter into and close
the transaction contemplated by this Agreement.

          (b) Seller/Leaseholder,  to the best of its actual knowledge,  without
due diligence or further inquiry, represents and warrants to Buyer as follows:

               (i)  Seller/Leaseholder  has  received  no notice of  litigation,
including any action of condemnation  or eminent  domain,  or violations of law,
that would run with the Property as of the Closing Date.

               (ii) There are no legal or administrative  proceedings pending or
to the best of Seller/Leaseholder's  knowledge,  threatened against or affecting
Seller/Leaseholder  that would affect  Seller/Leaseholder's  legal  authority or
financial  ability  to comply  with  this  Agreement  and close the  transaction
described herein in accordance with the terms hereof.

               (iii) The Lease is in full force and  effect  and no facts  exist
which could cause Clark County to declare a default under the Lease.

               (iv)  Seller/Leaseholder  has not  disposed  of or  stored on the
Property or any part  thereof any  "hazardous  material" as defined  below.  For
purposes  of  this  Agreement,  "hazardous  material"  means  and  includes  any
petroleum  product and any hazardous  substance or any pollutant or  contaminant
defined  as  such  in (or  for  purposes  of)  the  Comprehensive  Environmental
Response,   Compensation  and  Liability  Act,  any  so-called   "Superfund"  or
"Superlien" law, the Toxic Substances  Control Act, or any other federal,  state
or local  statute,  law,  ordinance,  code,  rule,  regulation,  order or decree

                                       -7-
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regulating,   relating  to,  or  imposing  liability  or  standards  of  conduct
concerning any hazardous,  toxic or dangerous waste,  substance or material,  or
any substance or compound  containing  PCB's, or any other  hazardous,  toxic or
dangerous waste,  substance or material.  Seller/Leaseholder is not aware of any
environmental issues which are not disclosed in the Property condition report.

                    Seller/Leaseholder  hereby  indemnifies  Buyer and agrees to
pay,  defend,  and hold Buyer  harmless  from and  against  any and all  losses,
liabilities,  damages,  injuries,  costs,  expenses, and claims of any and every
kind whatsoever, including reasonable attorneys' fees paid, incurred or suffered
by, or asserted against,  Buyer for, with respect to, or as a direct or indirect
result of, the presence on or under the Property,  as of Close of Escrow, of any
hazardous  material,  or the  escape,  seepage,  leakage,  spillage,  discharge,
emission, or release from the Property into or upon any land, the atmosphere, or
any watercourse,  body of water, or wetland of any hazardous material present on
the Property as of Close of Escrow, including,  without limitation,  any losses,
liabilities,  damages,  injuries, costs, expenses, or claims asserted or arising
under the Comprehensive Environmental Response,  Compensation and Liability Act,
any so-called  "Superfund" or "Superlien"  law, or any other federal,  state, or
local  statute,  law,  ordinance,  code,  rule,  regulation,   order  or  decree
regulating,   relating  to,  or  imposing  liability  or  standards  of  conduct
concerning any hazardous material.

               (v)  Through  the  Close  of  Escrow,   Seller/Leaseholder  shall
maintain  property and casualty  insurance in force on the Property  with policy
limits of at least Five Million Dollars ($5,000,000.00).

               (vi) Except as disclosed to Buyer in writing,  Seller/Leaseholder
does not have  knowledge  of any  condemnation,  environmental,  zoning or other
land-use regulation proceedings, either instituted, or planned to be instituted,
which would  materially  affect the use and  operation  of the  Property for its
intended  purpose  or the  value  of the  Property,  nor has  Seller/Leaseholder
received notice of any special assessment proceedings affecting the Property.

               (vii)  At  the  time  of  Close  of  Escrow,  there  will  be  no
outstanding  contracts made by  Seller/Leaseholder  for any  improvements to the
Property which have not been fully paid for and  Seller/Leaseholder  shall cause
to be discharged all mechanics' or materialmens' liens arising from any labor or
materials  furnished to the Property  prior to the time of Close of Escrow other
than those relating to obligations of Buyer hereunder.

               (viii)   Seller/Leaseholder  will  make  available  to  Buyer  at
Seller/Leaseholder's    address    indicated    on   page   1   hereof   or   at
Seller/Leaseholder's  Las Vegas location all of  Seller/Leaseholder's  files and
records relating to the Property.

               (ix) There are no known  sites of  historical  or  archaeological
importance  on the Property  that in any way would impede,  curtail,  limit,  or
restrict the development of the Property.

                                       -8-
<PAGE>
               (x) There are no  subleases of all or any portion of the Property
that  extend  beyond the  Closing  Date and any such  lease,  in any  event,  is
cancelable  upon 60 days written  notice,  except as otherwise  disclosed to and
approved by Buyer.

               (xi) There are no monetary liens against the property.

     7.3 SURVIVAL. All representations, warranties and indemnifications given by
either party hereto under this Agreement are true on and as of the date so made,
will be true in all  material  respects  as of the  Close of  Escrow  and  shall
survive  the Close of Escrow and  execution,  delivery  and  recordation  of the
Assignment  of  Leasehold  Interest.  In the event  that any  representation  or
warranty is untrue, the other party shall have all rights and remedies available
at law, in equity or as provided in this Agreement.

SECTION 8. CLOSING.

     8.1 DOCUMENTS.  Buyer and Seller/Leaseholder  shall pay all monies, execute
and deposit all documents, and complete all other obligations required hereunder
in order to  consummate  the  purchase and sale of the Property on or before the
Closing Date. On the Closing Date, as a condition of Closing, Escrow Agent shall
record, or cause to be recorded,  all necessary  documents,  issue its policy of
title insurance,  and otherwise  accomplish the provisions hereof so as to close
the transaction  contemplated hereby (herein sometimes referred to alternatively
as the  "Closing,"  or "Close of Escrow").  At the  Closing,  Seller/Leaseholder
shall  deliver or cause to be  delivered  the  following  properly  executed and
(where required) acknowledged documents:

          8.1.1 An Assignment of Leasehold  Interest for the Property,  free and
clear of any and all monetary  liens and  encumbrances  other than real property
taxes.

          8.1.2 A Bill of Sale for the Personal  Property in the standard Escrow
Company form.

          8.1.3 A Certification of Non-Foreign Status stating,  under penalty of
perjury,  that  Seller/Leaseholder  is not a  "foreign  person"  as that term is
defined in Section 1445 of the Internal Revenue Code of 1986, as amended.

     8.2 FUNDS.  At the  Closing,  Buyer shall  deliver or cause to be delivered
funds  sufficient to close the  transaction  contemplated  hereby,  by cashier's
check or federal wire transfer of funds to Escrow Agent pursuant to instructions
given by Escrow Agent.

     8.3 OTHER  DOCUMENTS.  The parties  shall  tender at the Closing such other
documents as may be reasonably necessary or appropriate to complete the Closing.

     8.4  RECORDATION.  All of the above  documents  will be delivered to Escrow
Agent as closing agent, which shall record the documents to be recorded, deliver
to Seller/Leaseholder  by cashier's check or wire transfer  Seller/Leaseholder's
proceeds of Closing,  and deliver the  documents  which are not to be  recorded,
only when the Title  Company is  prepared  to issue to Buyer the  Owner's  Title
Policy subject only to the Permitted Exceptions.

                                       -9-
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     8.5  POSSESSION.  Upon recording of the  Assignment of Leasehold  Interest,
Seller/Leaseholder  shall deliver to Buyer  possession of the Property,  subject
only to the Permitted Exceptions.

     8.6  FURTHER  ACTS.  In addition  to the acts and  agreements  of Buyer and
Seller/Leaseholder described herein, Buyer and Seller/Leaseholder shall perform,
execute and deliver or cause to be performed, executed and delivered any and all
further acts and agreements as Escrow Agent may reasonably request to consummate
the transaction contemplated herein. This provision shall survive the Closing.

SECTION 9. NEW LEASES AND CONTRACTS.  Seller/Leaseholder  will not enter into or
amend,  terminate,  waive any default under, or grant concessions  regarding any
contract,  lease or agreement that will be an obligation  affecting the Property
or binding on the Buyer after the Closing  without Buyer's prior written consent
in each instance,  so long as this  Agreement has not been  terminated by either
party pursuant to the provisions contained herein.

SECTION 10.  NOTICES.  Any notice  required or  permitted to be given under this
Agreement  must be in  writing  and  given by (a)  facsimile  transmission;  (b)
depositing  same  in the  United  States  mail,  addressed  to the  party  to be
notified,  postage  prepaid and  registered  or  certified  with return  receipt
requested;  (c) delivering  same in person to such party; or (d) depositing same
into the custody of a nationally recognized overnight delivery service addressed
to the party to be notified.  In the event of mailing,  notices  shall be deemed
effective  three (3) days after  posting;  in the event of  overnight  delivery,
notices shall be deemed  effective on the next  business day  following  deposit
with the delivery  service;  in the event of personal  service,  notice shall be
deemed effective when delivered;  in the event of facsimile  transmission,  upon
receipt (a written confirmation of successful transmission from the transmitting
facsimile  machine being prima facie evidence of such receipt).  For purposes of
notice, the addresses of the parties shall be as follows:

     If to Seller/Leaseholder, to:      The address shown on Page 1 hereof

     With a copy to:                    Sherri L. Cook, Esq.
                                        13924 Weddington Street
                                        Sherman Oaks, CA 91401
                                        Telephone: (818) 784-1245
                                        Facsimile: (818) 783-4633

     If to Buyer, to:                   The address shown on Page 1 hereof

                                      -10-
<PAGE>
     With a copy to:                    AI Spector, Esq.
                                        Spector Law Offices, P.C.
                                        6900 E. Camelback Road, Suite 640
                                        Scottsdale, AZ 85251
                                        Telephone: (480) 941-0221
                                        Facsimile: (480) 990-9093

From time to time,  either party may designate  another or additional  addresses
for all purposes of this  Agreement by giving the other party no less than three
(3) business days' advance  notice of such change of address in accordance  with
the notice provisions hereof.

SECTION 11. COMMISSIONS.  Buyer represents to Seller/Leaseholder that it has not
retained  any real  estate  broker  or any party  entitled  to a  commission  or
broker's fee in connection  with the sale of the Property by  Seller/Leaseholder
to Buyer,  and Buyer and  Seller/Leaseholder  each agree to indemnify,  protect,
defend and hold the other harmless for, from and against any expense, including,
without limitation,  attorneys' and accountants' fees, claims, actions, suits or
demands for payment of any  commission,  finder's fee or other sum  initiated by
any  broker,   commission  agent  or  other  person  which  such  party  or  its
representatives  has  engaged  or  retained.  Notwithstanding  anything  in this
Agreement to the contrary, the representations and indemnities set forth in this
paragraph shall survive any termination of this Agreement.

SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be  binding  on  the  parties  hereto  and  their  respective  heirs,  legal
representatives,  successors and assigns.  Notwithstanding the foregoing,  Buyer
shall have the right, without the consent of  Seller/Leaseholder,  to assign its
rights  under  this  Agreement  to  any  corporation,   partnership,  or  entity
controlling,  controlled  by, or under common  control  with Buyer,  or in which
Buyer is a partner or member (which right shall include,  but not be limited to,
the right to designate any such corporation, partnership, or entity as the party
to take title to the Property upon Close of Escrow). Upon any such assignment or
designation, the corporation,  partnership, or other entity to which such rights
are  assigned  (or which is  designated  to take  title to the  Property)  shall
succeed to all of Buyer's rights and  obligations,  and from the date of Buyer's
written notice to  Seller/Leaseholder  of such  assignment or  designation,  all
references  in  this  Agreement  to  Buyer  shall  be  deemed  thereafter  to be
references  to  such  corporation,  partnership,  or  other  entity.  Any  other
assignment  of Buyer's  interest  herein  shall be subject to the prior  written
approval  of  Seller/Leaseholder,  which  approval  shall  not  be  unreasonably
withheld.

SECTION 13. REMEDIES.

     13.1 BUYER DEFAULT.  If after the expiration of the Due Diligence Period or
any  extensions  thereof  Buyer  fails for any  reason to close the  transaction
described  herein or  otherwise  defaults in the payment or  performance  of any
obligation set forth herein,  Seller/Leaseholder shall give Buyer written notice
of the default.  If Buyer has not  completely  cured the default within ten (10)
business   days   after   the   date  of   Seller/Leaseholder's   notice,   then
Seller/Leaseholder  shall have the right to terminate  this  Agreement by giving
Buyer  and  the  Escrow   Agent   written   notice   thereof,   in  which  event

                                      -11-
<PAGE>
Seller/Leaseholder shall be entitled to retain, as Seller/Leaseholder's sole and
exclusive remedy, as liquidated damages, and not as a penalty, the Earnest Money
and all interest earned thereon;  such amounts shall be released from escrow and
delivered  immediately to Seller/Leaseholder by the Escrow Agent without further
instruction from  Seller/Leaseholder  or Buyer, and neither party shall have any
further  obligation  whatsoever  to  the  other.  Seller/Leaseholder  and  Buyer
acknowledge and agree that Seller/Leaseholder's damages in the event of any such
default or breach by Buyer would be difficult  or  impossible  to determine  and
that under the  circumstances  existing on the Contract  Date, the amount of the
Earnest Money and interest thereon is the best and most accurate estimate by the
parties of the damages that Seller/Leaseholder  would suffer in the event of any
such default or breach.

     13.2 SELLER/LEASEHOLDER DEFAULT. If Seller/Leaseholder fails to perform any
of its obligations or agreements hereunder,  Buyer shall give Seller/Leaseholder
written notice of the default.  If  Seller/Leaseholder  has not completely cured
the default within ten (10) business days after the date of Buyer's notice, then
Buyer may (i) terminate this Agreement by notifying  Seller/Leaseholder thereof,
in which  event the  Earnest  Money and all  interest  earned  thereon  shall be
returned to Buyer; or (ii) bring legal action to enforce specific performance of
this Agreement.

     13.3 NO FURTHER DUTIES.  If Buyer  terminates this Agreement  pursuant to a
right granted to Buyer under this Agreement, neither party hereto shall have any
further rights,  duties or obligations  hereunder (except as otherwise expressly
provided in this  Agreement) and all  refundable  Earnest Money and all interest
earned thereon shall be returned by Escrow Agent to Buyer.

     13.4  POST  CLOSING  DEFAULT.  In the  event  that  after  Closing  a party
("Defaulting  Party") breaches an obligation hereunder which is expressly stated
herein to survive  Closing,  the  Defaulting  Party shall be liable to the other
party  ("Non-Defaulting  Party") for the damages incurred by the  Non-Defaulting
Party as a result of such breach.

SECTION 14. CONDEMNATION/CASUALTY.

     14.1  CONDEMNATION.  In the event that all or any  Substantial  Portion (as
defined in Section  14.3 below) of the Property is condemned or taken by eminent
domain prior to Closing or conveyed in lieu  thereof,  Seller/Leaseholder  shall
give Buyer  written  notice  thereof and Buyer may,  at its  option,  either (i)
terminate this Agreement by written notice thereof to Seller/Leaseholder  within
ten  (10)  business  days  after  Seller/Leaseholder   notifies  Buyer  of  such
condemnation  or  conveyance;  or (ii)  proceed  to close  the  purchase  of the
Property pursuant to the terms hereof.  If Buyer elects option (i) above,  Buyer
shall  receive  an  immediate  refund of the  refundable  Earnest  Money and all
interest earned thereon.  If Buyer elects option (ii) above, Buyer shall receive
the  condemnation  proceeds or a  reduction  in the  Purchase  Price of an equal
amount. In the event Buyer fails to timely deliver written notice of termination
as described in option (i) above,  Buyer shall be deemed to have elected  option
(ii) above.

                                      -12-
<PAGE>
     14.2  CASUALTY.  In the event  that all or any  Substantial  Portion of the
Property is damaged or  destroyed  by fire or other  casualty  prior to Closing,
Buyer may, at its option,  either (i) terminate this Agreement by written notice
thereof   to   Seller/Leaseholder   within   ten  (10)   business   days   after
Seller/Leaseholder  notifies Buyer of the casualty; or (ii) proceed to close the
purchase of the Property  pursuant to the terms  hereof.  If Buyer elects option
(i) above,  Buyer shall receive a refund of the refundable Earnest Money and all
interest earned thereon.  If Buyer elects option (ii) above,  Seller/Leaseholder
shall deliver to Buyer at the Closing all insurance  proceeds  actually received
by  Seller/Leaseholder  arising  from  such  casualty  and  attributable  to the
Property  and/or assign to Buyer all of  Seller/Leaseholder's  right,  title and
interest in any claim under any  applicable  insurance  policies with respect to
such  casualty,   there  shall  be  no  reduction  in  the  Purchase  Price  and
Seller/Leaseholder  shall  cooperate  with  Buyer  in  its  efforts  to be  paid
insurance proceeds. In the event Buyer fails to timely deliver written notice of
termination  as  described  in option (i) above,  Buyer  shall be deemed to have
elected option (ii) above.

     14.3  SUBSTANTIAL  PORTION.  For purposes of this Section 14, a Substantial
Portion of the Property  shall mean any taking or casualty loss which  decreases
the  value  of the  Property  by Fifty  Thousand  Dollars  ($50,000.00)  or more
("Substantial   Portion").   If,   within   ten   (10)   business   days   after
Seller/Leaseholder's  notice to Buyer described  above,  Seller/Leaseholder  and
Buyer are unable to  reasonably  agree after good faith efforts upon whether the
taking or casualty  loss involves a  Substantial  Portion of the Property,  then
this Agreement  shall be deemed null and void and the  refundable  Earnest Money
and all interest thereon shall be refunded to Buyer.

SECTION 15. INSPECTIONS AND DOCUMENTS.

     15.1 ACCESS.  Buyer has had and shall  continue to have,  during the entire
term of this  Agreement,  access to (i) all  information  Buyer is  entitled  to
hereunder;  (ii) the Property for purposes of inspections and  investigations of
the Property;  and (iii) all books and records  pertaining to the  operations of
the Las Vegas Golf Center.  Seller/Leaseholder  agrees it will not make or cause
to be  made  any  material  changes  to  the  Property  after  such  inspection.
Notwithstanding  the  foregoing,  Buyer and its  agents  shall not  disrupt  the
operation of the Property.  Buyer shall defend and indemnify  Seller/Leaseholder
from,  for, and against any loss,  cost or  liability  which may arise or result
from any  activities  of Buyer or its agents on or with respect to the Property,
except  to the  extent  caused by  Seller/Leaseholder's  negligence  or  willful
misconduct.

     15.2  INFORMATION.  Within ten (10) days after the Opening of Escrow  Date,
Seller/Leaseholder   shall   allow  Buyer  to  inspect  and  copy  any  and  all
information,  data,  documents,  and  other  materials  in  Seller/Leaseholder's
possession  or  reasonably  available  to  Seller/Leaseholder  relating  to  the
Property including the lease and all  communications  relating to the lease, all
reports, engineering and/or survey work, preliminary and final plats relating to
the Property,  all land use planning and marketing information pertaining to the
Property,  and all  contractor's  bids  and  cost  estimates  pertaining  to the
Property. In addition,  Seller/Leaseholder  shall deliver to Buyer copies of all
operating   statements,   income   statements   and   balance   sheets   of  the
Seller/Leaseholder that relate to the operations of any of the businesses at the
Property.  Seller/Leaseholder  shall  deliver the original and all copies of the
information,  data, documents, and materials in Seller/Leaseholder's  possession
to Buyer at Close of Escrow and Seller/Leaseholder's interest in them shall pass
to Buyer as of Close of Escrow.

                                      -13-
<PAGE>
SECTION 16. MISCELLANEOUS.

     16.1 ENTIRE  AGREEMENT.  This  Agreement  is the entire  agreement  between
Seller/Leaseholder  and  Buyer  concerning  the  sale  of  the  Property  and no
modification  hereof or  subsequent  agreement  relating to the  subject  matter
hereof  shall be binding  on either  party  unless in writing  and signed by the
party or parties to be bound.

     16.2 REVIEW BY  COUNSEL.  Each party  acknowledges  that it and its counsel
have reviewed this Agreement,  and the parties hereby agree that the normal rule
of construction  to the effect that any  ambiguities are to be resolved  against
the drafting party shall not be employed in the interpretation of this Agreement
or any amendments or exhibits hereto.

     16.3 CONTINUING VALIDITY.  If anyone or more of the provisions contained in
this Agreement shall for any reason be held invalid, illegal or unenforceable in
any respect,  such invalidity,  illegality or unenforceability  shall not affect
any other  provisions  hereof,  and this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions had never been contained herein.

     16.4 ATTORNEYS FEES.  Should either party employ an attorney to enforce any
of the provisions hereof or to recover damages for the breach of this Agreement,
the  non-prevailing  party in any final judgment agrees to pay the other party's
reasonable  expenses,  including  attorneys'  fees  and  expenses,  expended  or
incurred  in  connection  therewith,  as  determined  by a  court  of  competent
jurisdiction.

     16.5 TIME OF  ESSENCE.  Time is of the essence in the  performance  of each
party's obligations hereunder.

     16.6  CONFIDENTIALITY.  Buyer  shall  execute  a  non-disclosure  agreement
attached hereto as Exhibit D.

     16.7  INCORPORATION.  The exhibits  referenced in this Agreement are hereby
incorporated and made a part of this Agreement.

     16.8  SELLER/LEASEHOLDER'S   CONTINUING  RIGHTS.   Seller/Leaseholder  will
continue to operate the  businesses  located on the  Property  until the Date of
Closing. Seller/Leaseholder shall be responsible for all obligations arising out
of such  operation.  Seller/Leaseholder  will  maintain  insurance  in  existing
amounts  and   coverage  in  full  force  and  effect  until  Close  of  Escrow.
Seller/Leaseholder  will indemnify  Buyer against any claims that arise from any
events or acts taking place prior to Closing,  which  indemnity will survive the
Closing.  Seller will not enter into any contracts that will be an obligation of
Buyer after Closing.

                                      -14-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first
above written.

BUYER:                                SELLER/LEASEHOLDER:

ILX RESORTS INCORPORATED,             LAS VEGAS GOLF CENTER, LLC,
an Arizona corporation                a(n) ___________ limited liability company


/s/ JOSEPH P. MARTORI                 /s/ LODWRICK M. COOK
---------------------------------     ------------------------------------------
By: Joseph P. Martori                 By: Lodwrick Cook
Its: Chairman of the Board            Its: Managing Member
Tax I.D.:____________________         Tax I.D.:____________________
Date: August 18, 2000                 Date: August 14, 2000

ESCROW AGENT:

Received  this ______ day of  __________,  2000 Escrow Agent hereby agrees to be
bound by the provisions hereof applicable to Escrow Agent, and to perform Escrow
Agent's obligations as set forth herein.


---------------------------------
(Title Company)


---------------------------------
(Escrow Agent Signature)


By:
   ------------------------------
   (Escrow Agent Name)


Title:
      ---------------------------
      (Escrow Agent Title)

                                      -15-
<PAGE>
                                LIST OF EXHIBITS

Exhibit        Description
-------        -----------
   A           Property Legal Description and Description of Existing Lease with
               Clark County

   B           List of Equipment Leases

   C           Ranchito Company LLC Personal Property

   D           Confidentiality Agreement
<PAGE>
                                   EXHIBIT "A"
                                LEGAL DESCRIPTION


PARCEL I:

That portion of the South Half (S 1/2) of Section 22,  Township 21 South,  Range
61 East, M.D.M., more particularly described as follows:

BEGINNING at the  Southwest  Corner of Section 22,  Township 21 South,  Range 61
East, M.D.M.;

thence North  0u07'10" East 1253.70 feet along the West line of said Section 22,
to the  Southwest  Corner  of that  certain  parcel  of land  conveyed  to James
Derrico,  et al, by Deed  recorded  February 7, 1962 as Document  No.  275868 of
Clark County, Nevada Official Records.

thence South  88(degree)52'02"  East along the South line of said Parcel 1159.96
feet to the West right-of-way line of Paradise Valley Road;

thence South 14(degree)00'25" East along said right-of-way line 1256 feet to the
South line of said Section 22;

thence  South  89(degree)36'25"  West  1466.58 feet along the South line of said
Section 22 to THE POINT OF BEGINNING.

EXCEPTING THEREFROM that portion lying South and East of the following described
lines:

BEGINNING  at a point in the said West line of said  Section  22, a distance  of
68.90 feet North of the Southwest corner thereof;  said point being in the North
line of Tropicana Avenue;

thence North  89(degree)05'03"  East along said North line, a distance of 839.70
feet;

thence North  0(degree)07' West along a line parallel with the said West line of
said Section 22 a distance of 900.22 feet;

thence North  89(degree)53'00" East, a distance of 383.64 feet, more or less, to
the Westerly right-of-way line of Paradise Valley Road.

ALSO  EXCEPTING  THEREFROM  the interest in and to the Easterly Five (5) feet of
said land as conveyed to Clark County for road and  incidental  purposes by Deed
recorded October 6, 1964 as Document No. 462920, Clark County, Nevada Records.

FURTHER  EXCEPTING  THEREFROM any portion of the subject  property  lying within
Tropicana Avenue as it now exists.

AND FURTHER EXCEPTING  THEREFROM an undivided  One-Half (1/2) interest in and to
all oil and oil shale  rights  that may exist in said  property,  as reserved by
C.D. Baker and Florence Baker,  his wife, C.D. Baker being also known as Charles
Duncan Baker,  recorded September 14, 1950 as Document No. 349882, Clark County,
Nevada Records.
<PAGE>
                                   EXHIBIT "A"
                                LEGAL DESCRIPTION

TOGETHER with that portion of Bermuda Road abandoned and vacated by that certain
Order of Vacation recorded February 24, 1987 in Book 870224 as Document No. 745.
Title to which would pass by operation of law with a conveyance of said land.

PARCEL II:

That portion of the Southwest Quarter (SW 1/4) of Section 22, Township 21 South,
Range 61 East, M.D.M., described as follows:

COMMENCING  at the Northwest  corner of the  Southwest  Quarter (SW 1/4) of said
Section 22;

thence South  0u07'00" East along the West line of said Section 22 a distance of
966.26 feet to the Southwest corner of Parcel I of those certain parcels of land
conveyed by C.D.  Baker,  et ux, to H.E.  Hazard by Deed  recorded  December 13,
1948, as Document No. 302056, Clark County, Nevada Records, being the TRUE POINT
OF BEGINNING;

thence South 8.9(degree)05'41" East along the South line of said conveyed parcel
a distance of 1062.36 feet to a point on the West line of Paradise Road;

thence South 14(degree)14'04" East along the last mentioned West line a distance
of 400.00 feet;

thence North  89(degree)05'41" West a distance of 1159.96 feet to a point on the
said West line of Section 22;

thence  North  0u07'00"  West a  distance  of 386.18  feet to the TRUE  POINT OF
BEGINNING.

EXCEPTING  THEREFROM an undivided  One-half (1/2) interest in and to all oil and
oil shale rights that may exist in said  property as reserved by C.D.  Baker and
Florence  Baker,  his wife, C.D. Baker being also known as Charles Duncan Baker,
recorded  September  l4, 1950,  as Document No.  349882,  Clark  County,  Nevada
Records.

TOGETHER with that portion of Bermuda Road abandoned and vacated by that certain
Order of Vacation recorded February 24, 1987 in Book 870224 as Document No. 745.
Title to which would pass by operation of law with conveyance of said land.

PARCEL III:

THAT PORTION OF THE SOUTHWEST  QUARTER (SW 1/4) OF SECTION 22 TOWNSHIP 21 SOUTH,
RANGE 6l EAST, M.D.B. & M., DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 22;

THENCE  NORTH O DEG 07' 00" WEST  ALONG  THE  WEST  LINE OF SAID  SECTION  22, A
DISTANCE OF 68.90 FEET TO A POINT ON THE NORTH LINE OF TROPICANA AVENUE;
<PAGE>
                                   EXHIBIT "A"
                                LEGAL DESCRIPTION


THENCE  NORTH 89 DEG 05' 03" EAST ALONG THE SAID NORTH LINE A DISTANCE OF 839.70
FEET TO THE TRUE POINT OF BEGINNING;

THENCE  CONTINUING  NORTH 89 DEG 05' 03" EAST A  DISTANCE  OF 239.65  FEET TO AN
ANGLE POINT OF SAID NORTH LINE;

THENCE NORTH 85 DEG 35' 10" EAST A DISTANCE OF 61.70 FEET TO A POINT;

THENCE NORTH 81 DEG 36' 20" EAST A DISTANCE OF 195.44 FEET TO A POINT;

THENCE NORTH 73 DEG 53' 50" EAST A DISTANCE OF 48.96 FEET TO A POINT;

THENCE NORTH 49 DEG 54' 19" EAST A DISTANCE OF 32.99 FEET TO A POINT;

THENCE NORTH 17 DEG 58' 06" EAST A DISTANCE OF 32.99 FEET TO A POINT;

THENCE NORTH 6 DEG 00' 52" WEST A DISTANCE OF 48.96 FEET TO A POINT;

THENCE  NORTH 14 DEG 14' 04" WEST ALONG THE WEST LINE OF PARADISE  VALLEY ROAD A
DISTANCE OF 772.71 FEET TO A POINT;

THENCE SOUTH 89 DEG 53' 00" WEST A DISTANCE OF 383.64 FEET TO A POINT;

THENCE  SOUTH 0 DEG 07' 00" EAST A  DISTANCE  OF 900.22  FEET TO A TRUE POINT OF
BEGINNING.

EXCEPTING  THEREFROM  THE INTEREST IN AND TO THE EASTERLY 5 FEET OF SAID LAND AS
CONVEYED  TO CLARK  COUNTY FOR ROAD AND  INCIDENTAL  PURPOSES  BY DEED  RECORDED
OCTOBER 6, 1964 AS DOCUMENT NO. 462920.

FURTHER EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL AND
OIL SHALE  RIGHTS THAT MAY EXIST ON SAID  PROPERTY,  AS RESERVED BY C.D.  BAKER,
BEING  ALSO  KNOWN AS CHARLES  DUNCAN  BAKER,  RECORDED  SEPTEMBER  14,  1950 AS
DOCUMENT NO. 349882, CLARK COUNTY, NEVADA RECORDS.
<PAGE>
                                   EXHIBIT "B"

                                EQUIPMENT LEASES
                         BALANCE TO BE ASSUMED BY BUYER:

1.   Textron (range equipment)                                $ to be determined

2.   AEL (kitchen equipment/misc. equipment)                           "

3.   Coleplco (copy machine)                                           "

4.   Associates (ball picker)                                          "

5.   Gray Bar (inside serve equipment)                                 "

6.   Tiberti Fence (perimeter construction fence)                      "

7.   On Target (target game)                                           "
<PAGE>
                                   EXHIBIT "C"

              LIST OF RANCHITO CO. LLC PERSONAL PROPERTY AVAILABLE
                             FOR PURCHASE BY BUYER:

 1.  2 each Desks                                         Price to be Determined
 2.  2 each Leather Desk Chairs                                      "
 3.  1 each Desk Return                                              "
 4.  2 each Visitor Leather Chairs                                   "
 5.  1 each Computer Stand                                           "
 6.  2 each Glass Tops for Computer Stands and Desks                 "
 7.  1 each Plan Table                                               "
 8.  1 each Credenza                                                 "
 9.  1 each Book Shelf                                               "
10   2 each Lateral File Cabinets                                    "
11.  1 each Plan File                                                "
12.  1 each Round Office Table                                       "
13.  4 each Leather Black Chairs (Round Table)                       "
14.  2 each 4-drawer Legal File Cabinets                             "
15.  1 each Conference Table                                         "
16.  12 each Leather Conference Table Chairs                         "
17.  2 each Computers, Printer, etc.                                 "
18.  1 each Leather Plan Table Chair                                 "
19.  Remote Viewing Camera Equipment                                 "
<PAGE>
                                   EXHIBIT "D"
                            NON-DISCLOSURE AGREEMENT


THIS  NON-DISCLOSURE  AGREEMENT (the "Agreement")  entered into as of this _____
day of  _______________,  by and between The Las Vegas Golf Center, LLC ("LVGC")
and ILX  Resorts  Incorporated  ("Recipient"),  is made  with  reference  to the
following facts:

A. Recipient  understands that LVGC has engaged Las Vegas Development Co. LLC as
"Broker" to provide  brokerage  services with regard to the purchase of the LVGC
(the "Services").

B. In order for the Broker to provide  the  Services,  LVGC will be  required to
disclose  to  Recipient  certain  information  which  LVGC  deems  to  be  of  a
confidential and proprietary nature.

C. LVGC is willing to disclose such confidential and proprietary  information to
Recipient  solely to enable Recipient to receive Title Services and for no other
purpose,  and Recipient agrees that it shall maintain the confidentiality of the
information in accordance with the terms and conditions of this Agreement.

D. Recipient also understands and agrees that in providing such confidential and
proprietary   information   to  the   Recipient,   the   Recipient   takes  full
responsibility   for  the  protection  of  the   confidential   and  proprietary
information as it is used by Recipient.

NOW, THEREFORE,  in consideration of the foregoing,  LVGC and Recipient agree as
follows:

1.   PRESERVATION  OF  CONFIDENTIALITY.  Recipient  agrees that it shall regard,
     maintain and preserve the secrecy and  confidentiality  of all  Proprietary
     Information  which may be  disclosed  to or obtained by it pursuant to this
     Agreement.   "Proprietary   Information"   shall  mean  any   confidential,
     proprietary  or trade  secret  information  relating to but not limited to,
     information  regarding  the  business  operations,   financials,  marketing
     strategies, technical specifications,  personnel data, suppliers and source
     data, properties,  equipment,  customer data, and design information of any
     project  undertaken by LVGC and any other information as may be supplied to
     Recipient  about the  assets and  business  of LVGC.  Recipient  shall take
     reasonable   and   necessary   measures   to   preserve   the  secrecy  and
     confidentiality  and  avoid  the  unauthorized  use  or  disclosure  of the
     Proprietary Information,  including without limitation taking such measures
     of protection as it takes with respect to its confidential,  proprietary or
     trade secret  information.  Recipient shall limit access to the Proprietary
     Information to those of its employees,  agents,  and consultants who have a
     reasonable need for access to such information in connection with provision
     of the  Services and who shall be subject to the  non-disclosure  covenants
     contained herein.

2.   COVENANT NOT TO USE OR DISCLOSE.  Recipient agrees that it will not, at any
     time,  without  the prior  written  consent of LVGC,  use or  disclose  the
     Proprietary  Information for any reason or in any manner  whatsoever except
     as may be necessary for the provision of the Services.  Recipient  confirms
     and agrees that any Proprietary Information disclosed to Recipient prior to
     the  execution  of this  Agreement  shall be  subject  to the terms of this
     Agreement.
<PAGE>
                                   EXHIBIT "D"
                            NON-DISCLOSURE AGREEMENT


3.   COVENANT NOT TO REPRODUCE.  Except as may be necessary for the provision of
     Services,  and then only with the  express  permission  of LVGC,  Recipient
     agrees  that it will  make no  copies,  photocopies,  facsimiles,  or other
     reproductions   of  any  documents,   drawings,   or  the  like  containing
     Proprietary Information.  Upon termination of the provision of Services, or
     forthwith upon the request of LVGC, Recipient shall promptly return to LVGC
     all such documents,  drawings or reproductions  thereof which may have come
     into its possession.

4.   PROPRIETARY RIGHTS.  Recipient acknowledges that all property rights in the
     Proprietary Information are owned by LVGC, and that none of such rights are
     owned by Recipient.

5.   EXCEPTIONS.  The  obligations  undertaken by Recipient  hereunder shall not
     apply to any portion of the  Proprietary  Information  disclosed  hereunder
     which:

     a.)  was  known  to  Recipient  prior  to  disclosure  of such  Proprietary
          Information by LVGC

     b.)  is, or shall  become,  other than by an act or omission of  Recipient,
          generally available to the public; or

     c.)  shall,  by lawful  means,  be made  available  to Recipient by a third
          party,  other than a third party  introduced  to  Recipient by LVGC in
          connection with the provision of the Services

     d.)  is required by law or order of a court, administrative agency or other
          governmental  body to be disclosed by Recipient  provided  that before
          making such  disclosure,  the Recipient  shall promptly notify LVGC of
          the  requirements  for the  disclosure,  and allow  LVGC a  reasonable
          opportunity to challenge the  requirement,  and cooperate with LVGC in
          protecting  LVGC's rights.  The Recipient shall continue to treat such
          information  as Proprietary  Information  and shall not disclose it to
          other  persons even if the  authority  requiring  disclosure  does not
          maintain the information in confidence.

     In  claiming  the  benefit  of any of the  exceptions  set  forth  in  this
     Paragraph 5, Recipient shall have the burden of establishing that a portion
     of the Proprietary Information is subject to such exception.

6.   TERM.  This Agreement  shall remain in full force until such time as all of
     the  Proprietary  Information  becomes subject to any of the exceptions set
     forth in Paragraph 5 hereof.

7.   EQUITABLE RELIEF.  Recipient acknowledges that any breach of this Agreement
     could cause LVGC irreparable  harm.  Accordingly,  Recipient agrees that in
     the event of any breach or threatened breach of this Agreement, in addition
     to other remedies at law or in equity it may have,  LVGC shall be entitled,
     without the requirement of posting a bond or other securities, to equitable
     relief, including injunctive relief and specific performance.
<PAGE>
                                   EXHIBIT "D"
                            NON-DISCLOSURE AGREEMENT


8.   LEGAL FEES. If either party  prevails in any legal  actions  arising out of
     this Agreement, the prevailing party shall be entitled to recover its court
     costs, expenses and reasonable attorney's fees.

9.   SEVERABILITY.  The invalidity or  unenforceability  of any provision hereof
     shall  in no way  affect  the  validity  or  enforceability  of  any  other
     provision hereof.

10.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of California.

11.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
     the  benefit of LVGC and  Recipient  and their  respective  successors  and
     assigns.

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


By: /s/ Scott Parnin Cook               By: /s/ Joseph P. Martori
    --------------------------------        ------------------------------------
    Scott Parnin Cook                       Joseph P. Martori
    Member                                  Chairman of the Board
    Las Vegas Golf Center, LLC              ILX Resorts Incorporated