EXHIBIT 10-2
                       AGREEMENT FOR SALE AND TRANSFER OF
                                 PROMISSORY NOTE


         THIS AGREEMENT FOR SALE AND TRANSFER OF PROMISSORY NOTE is entered into
as of September  29, 1998, by and between ILX Resorts  Incorporated,  an Arizona
corporation ("ILX") and Martori Enterprises Incorporated, an Arizona corporation
("MEI").

RECITALS:

         A. MEI desires to sell to ILX,  and ILX  desires to purchase  from MEI,
all of MEI's interest in that certain Installment Promissory Note, in the amount
of  $1,300,000.00,  dated  August 8,  1997 (the  "Note") a true copy of which is
attached to this  Agreement,  subject to the terms and  conditions  set forth in
this Agreement.

AGREEMENTS:

         NOW, THEREFORE,  for good and valuable  consideration,  the sufficiency
and  receipt of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.  Transfer of MEI  Interest.  MEI hereby  sells to ILX and ILX hereby
purchases from MEI, all of MEI's right, title and interest in, to, and under the
Note.

         2. Consideration.  In consideration for MEI's transfer of the Note, ILX
shall:

                  a.       Pay to MEI One Hundred Thousand Dollars ($100,000.00)
                           on the date of this Agreement;

                  b.       Pay to MEI Seven Hundred Eleven Thousand Four Hundred
                           Seventy-Eight  and 78/xx  ($711,478.78)  on or before
                           October 20, 1998.

         3.  Representations  and Warranties of MEI. MEI represents and warrants
to ILX as follows:

                  3.1 Ownership of the Note.  MEI has, or will have on or before
October  31,  1998,  good and  marketable  title to the Note  free of any  lien,
security  interest,   lease,  or  encumbrance   whatsoever.   Upon  delivery  of
appropriate instruments evidencing transfer of the Note, ILX will own all right,
title and interest in and to the Note free and clear of any liens, encumbrances,
equities or claims.

                  3.2  Capacity.  MEI has full power and authority to enter into
this  Agreement  and to carry  out its  obligations  hereunder.  This  Agreement
constitutes  a valid and legally  binding  obligation  of MEI.  To MEI's  actual
knowledge,  neither  the  execution  and  delivery  of  this  Agreement  nor the
consummation of the transactions  contemplated hereby nor compliance by MEI with
any of the provisions hereof will (i) violate,  or conflict with, or result in a
breach of

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any provision of, or constitute a default (or an event which, with the giving of
notice or the lapse of time or both,  would  constitute  a  default)  under,  or
result in the  termination  of, or accelerate  the  performance  required by, or
result in the creation of any lien,  security  interest,  charge or  encumbrance
upon the Note, under any term,  condition or provision of any agreement or other
instrument or obligation to which MEI is bound, or (ii) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to the Note.

                  3.3 No Breach of  Statute,  Decree or Order.  To MEI's  actual
knowledge  no material  claim,  action or  proceeding  is pending or  threatened
against MEI with  respect to a default  under,  or a violation  or breach in any
material respect of, any applicable statute, law, ordinance, decree, order, rule
or regulation of any governmental body, nor, to MEI's actual knowledge, is there
any basis for such a claim, action or proceeding.  To MEI's actual knowledge the
consummation of this Agreement and the sale of the Note contemplated hereby will
not constitute or result in any such default, breach or violation.

         4. Miscellaneous

                  4.1 No Broker. Each Party represents and warrants to the other
that no person has acted in the  capacity of broker or finder on their behalf to
bring about the negotiation or consummation of this Agreement.  Each party shall
indemnify and hold harmless each other against every claim or liability asserted
against  any of them by any  person  acting  or  claiming  to act as a broker or
finder on behalf of each other.

                  4.2  Notices.  Any notice or other  communication  required or
permitted  hereunder shall be sufficiently  given if delivered in person or sent
by registered  mail,  postage  prepaid,  addressed to the  appropriate  party as
follows:

                  In the case of MEI:

                  Joseph P. and Edward J. Martori
                  2111 East Highland, Suite 210
                  Phoenix, Arizona 85016

                  In the case of ILX:

                  ILX Resorts Incorporated
                  2111 East Highland, Suite 210
                  Phoenix, Arizona 85016
                  Attention: Nancy J. Stone, President

or such substituted address as any party (or other party to whom a copy is to be
sent) shall have given notice to the other in writing.

                  4.3  Amendment.  This  Agreement may be amended or modified in
whole or in part only by an agreement in writing  executed in the same manner as
this Agreement and making specific reference hereto.

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                  4.4  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  each of which shall constitute an original, but all of which
taken together shall constitute one instrument.

                  4.5 Binding on Successors and Assigns. This Agreement shall be
binding  upon,  inure to the  benefit of and be  enforceable  by and against the
parties hereto and their respective successors,  assigns, executors and personal
representatives.

                  4.6  Severability.  If any  one  or  more  of  the  provisions
contained in this Agreement or any application thereof shall be invalid, illegal
or unenforceable in any respect, the validity, legality or enforceability of the
remaining  provisions of this Agreement and any other application  thereof shall
not in any way be affected or impaired thereby;  provided,  however, that to the
extent  permitted by  applicable  law, any  invalid,  illegal or  nonenforceable
provision may be  considered  for the purpose of  determining  the intent of the
parties in connection with the other provisions of this Agreement.

                  4.7 Waivers. The parties may, solely by written agreement, (a)
extend the time for the  performance of any of the  obligations or other acts of
the  parties  hereto,  (b) waive any  inaccuracy  in any of the  representations
contained  in this  Agreement  or in any  document  delivered  pursuant  to this
Agreement,  (c) waive  compliance  with,  or modify,  any  covenant or condition
contained in this Agreement,  and (d) waive or modify  performance of any of the
obligations  of any of the  parties  hereto;  provided,  that no such  waiver or
failure  to  insist  upon  strict  compliance  with such  obligation,  covenant,
agreement or condition shall operate as a waiver of, or an estoppel with respect
to, any subsequent or other matter or failure.

                  4.8  Headings.  The  headings of the  Articles and Sections of
this  Agreement are inserted for  convenience  only and in no way alter,  amend,
modify, limit or restrict the contractual obligations of the parties.

                  4.9 Documentation  Expenses. Each party shall share equally in
the costs and legal fees associated with the  documentation  of the transactions
contemplated hereby.

                  4.10  Expenses.  Except to the extent  provided  herein to the
contrary,  each party  hereto  shall bear its own expenses and no party shall be
responsible for any debt,  liability or obligation,  cost, expense or fee of any
nature whatsoever (including,  without limitation, any and all legal, accounting
and  other  professional  fees and  expenses)  incurred  by any  other  party in
connection with the negotiation, execution or performance of this Agreement.

                  4.11   Attorney's   Fees  in  Dispute.   Notwithstanding   the
foregoing, should either party hereto institute any action or proceeding against
the other to enforce any  provision  hereof,  for  injunction  or for damages by
reason  of any  alleged  breach  of any  provision  of this  Agreement  or for a
declaration  of such party's rights or  obligations  hereunder,  or any judicial
remedy,  the prevailing party shall be entitled to receive from the losing party
such amount as the court or arbiter may adjudge to be reasonable  for attorneys'
fees,  costs and expenses of the prevailing  party.  Should relief be awarded to
both parties, such attorneys' fees, costs and expenses shall be

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adjudged  against  the  parties in any  manner  the court or arbiter  shall deem
equitable.

                  4.12  Representation by Counsel.  Each party acknowledges that
it has had the opportunity to consult with, and has consulted with,  independent
counsel regarding this Agreement and the transactions  contemplated  hereby, and
that the fact that this Agreement or other  document or instrument  that is part
of this  transaction  was  prepared by counsel for any one or more of them shall
not affect the  interpretation  of this  Agreement,  or such other  document  or
instrument.

                  4.13 Entire Agreement;  Law Governing.  All prior negotiations
and agreements between the parties hereto are superseded by this Agreement,  and
there is no  representation,  warranty,  understanding  or agreement  other than
those expressly set forth herein or in an Exhibit or Schedule delivered pursuant
hereto,  except as  modified  in writing  concurrently  herewith  or  subsequent
hereto.  This  Agreement  shall be governed  by and  construed  and  interpreted
according to the laws of the State of Arizona.

                  4.15 Further Assurances.  After the Closing hereunder, each of
the  parties  hereto  shall  execute,  acknowledge  and  deliver  or cause to be
executed,  acknowledged  and delivered such  instruments  and documents and take
such action as may be necessary or advisable to carry out its obligations  under
this Agreement and under any schedule, exhibit, document, agreement, certificate
or other instrument delivered pursuant hereto, and with respect to any filing or
other documentation required in connection with the Note.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement to be effective as of the date set forth above.

ILX RESORTS INCORPORATED                MARTORI ENTERPRISES INCORPORATED


By:     /s/ Nancy J. Stone              By:     /s/ Joseph P. Martori
   -------------------------------         -------------------------------
            Nancy J. Stone                          Joseph P. Martori

Its:          President                 Its:            Chairman
    ------------------------------          ------------------------------
              President                                 Chairman

STATE OF ARIZONA               )
                               )    ss.
County of Maricopa             )

         The foregoing  instrument was  acknowledged  before me this 29th day of
September  1998,  by Joseph P.  Martori,  as  Chairman  of  Martori  Enterprises
Incorporated, on behalf of the corporation.

                                          Stephanie D. Castronova
                                          --------------------------------------
                                          Notary Public
My Commission Expires:
March 20, 2002

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STATE OF ARIZONA               )
                               )    ss.
County of Maricopa             )

         The foregoing  instrument was  acknowledged  before me this 29th day of
September 1998, by Nancy J. Stone, as President of ILX Resorts Incorporated,  on
behalf of the corporation.


                                          Stephanie D. Castronova
                                          --------------------------------------
                                          Notary Public

My Commission Expires:
March 20, 2002

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