EXHIBIT 10.1


                        LOAN PURCHASE AND SALE AGREEMENT

     This Loan Purchase and Sale  Agreement  (Agreement) is made this ___ day of
June,  2002 by and  between  Las Vegas Golf  Center,  L.L.C.,  a Nevada  limited
liability company (Transferor); ILX Resorts Incorporated, an Arizona corporation
(Transferee); and the following Members of Transferor:  Lodwrick M. Cook, Sherri
L. Cook and Scott  Parnin Cook,  individually  and  collectively  referred to as
Members (Members).

                                    RECITALS

     A.  Transferor is the Payee and Holder of a Secured  Promissory  Note dated
July 31, 2001 in the Principal  Amount of $4,900,000.00 by and between Las Vegas
Golf Center, L.L.C. as Payee and Holder and VCA Nevada Incorporated,  an Arizona
corporation as Maker (Note). A copy of the Note is attached to this Agreement as
Exhibit A.

     B. Transferor is the Beneficiary of a Deed of Trust and Assignment of Rents
dated July 31, 2001 and  recorded in Clark  County,  Nevada at Book  20010726 as
Document  Number 00184 wherein VCA Nevada  Incorporated  is the Trustor (Deed of
Trust). A copy of the Deed of Trust is attached to this Agreement as Exhibit B.

     C.  The Note and Deed of  Trust  are the loan  documents  (Loan  Documents)
evidencing a loan (Loan)  between  Transferor  and VCA Nevada  Incorporated,  an
Arizona corporation.

     D. Transferee  desires to purchases and Transferor  desires  irrevocably to
sell, all of Transferor's  right,  title and interest in and to the Loan and the
Loan  Documents,  subject  to the  terms,  conditions  and  provisions  of  this
Agreement.

                                    AGREEMENT

     Now,  therefore,  in consideration of the mutual promises set forth herein,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                    SECTION 1

                         PURCHASE AND SALE, NO RECOURSE.

     1.1  PURCHASE  AND  SALE.  Subject  to  all of the  provisions,  terms  and
conditions  of this  Agreement,  on the Closing  Date (as  hereinafter  defined)

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Transferee  shall  purchase  and accept from  Transferor  and  Transferor  shall
irrevocably sell,  transfer and assign to Transferee all of Transferor's  right,
title  and  interest  in  and  to  the  Loan,  the  Loan  Documents  and  all of
Transferor's liens against the real and personal property encumbered by the Deed
of Trust.  The purchase of the Loan  hereunder  is made based upon  Transferor's
representations and warranties set forth in Section 7.1 hereof.

                                    SECTION 2

                                 PURCHASE PRICE

     2.1  AMOUNT OF  PURCHASE  PRICE.  On or before  June 28, 2002 or such other
date as may be agreed upon in writing by Transferor and Transferee (the "Closing
Date"),  Transferee shall pay to Transferor for the complete  purchase price the
sum of Three Million Three Hundred  Twenty-Five  Thousand  Dollars  ($3,325,000)
(the  "Purchase  Price") in  immediately  available  funds to purchase  the Loan
Documents.

     2.2  PAYMENT OF FUNDS. The payment will be made through Escrow  #02-06-1386
DTL at Nevada  Title in Las  Vegas,  Nevada  with Troy  Lockhead  as the  Escrow
Officer.  All  closing  costs of the  Escrow  will be paid by the  parties as is
customary in Clark County, Nevada.

                                    SECTION 3

                               COSTS AND EXPENSES.

     Transferor and Transferee shall bear their respective costs and expenses in
connection  with the  negotiation  and  performance of this  Agreement.  Without
limiting  the   generality   of  the   foregoing,   Transferor   shall  have  no
responsibility  for the  payment of any unpaid or accrued  taxes or  assessments
outstanding on the property which is the subject of the Deed of Trust.

                                    SECTION 4

                             CONDITIONS TO CLOSING.

     4.1  TRANSFEROR'S CONDITIONS. All obligations of the Transferor to sell and
transfer  the Loan and the Loan  Documents to  Transferee  (the  "Closing")  are
subject to the  satisfaction  or  Transferor's  written  waiver of the following
conditions:

     On the Closing Date:

          A.   Transferor  shall have received the Purchase  Price in accordance
               with Section 2.

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          B.   All  representations  and  warranties of Transferee  set forth in
               Section 7.2 shall be true.

          C.   Transferor  shall have  received  the  payment due on the Note on
               July 1, 2002 which payment may be made through escrow.

     4.2  TRANSFEREE'S CONDITIONS.  All obligations of the Transferee to buy and
accept  the Loan and the Loan  Documents  are  subject  to the  satisfaction  or
Transferee's written waiver of the following conditions:

          A.   Within  two (2)  days of the date of this  Agreement,  Transferee
               shall have  received a  counterpart  original of this  Agreement,
               duly executed by Transferor.

          B.   On the  Closing  Date,  all  representations  and  warranties  of
               Transferor set forth in Section 7.1 shall be true.

          C.   Transferee  shall  have  received a Lender's  Title  Policy  from
               Nevada Title in a form acceptable to Transferee.

                                    SECTION 5

                           DELIVERY OF LOAN DOCUMENTS.

     5.1  BY  TRANSFEROR.   Subject  to  the  timely  satisfaction  of  all  the
conditions  precedent  set forth in Section 4.1,  Transferor  shall deliver upon
Closing:

          A.   The originals of each of the Loan Documents.

          B.   The  Allonge  in  the  form  of  Exhibit  C,  duly   executed  by
               Transferor.

          C.   An Assignment of Beneficial Interest in Deed of Trust in the form
               of Exhibit D duly executed by Transferor.

     5.2  BY  TRANSFEREE.   Subject  to  the  timely  satisfaction  of  all  the
conditions  precedent  set forth in Section 4.2,  Transferee  shall deliver upon
Closing:

          A.   A release duly signed by Las Vegas  Development  Co.,  L.L.C.,  a
               Nevada limited  liability company of Transferor for any brokerage
               fees  arising  out of  Escrow  #99-12-0047  DTL at  Nevada  Title
               Company in the form attached as E.

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                                    SECTION 6

                         NON-SATISFACTION OF CONDITIONS.

     If the sale and purchase  contemplated herein does not close on the Closing
Date due to the failure of the  satisfaction of any of the conditions  contained
in Section 4, and if either party does not waive in writing the non-satisfaction
of each  such  condition,  this  Agreement  shall  thereupon  be  cancelled  and
terminated.

                                    SECTION 7

                         REPRESENTATIONS AND WARRANTIES.

     7.1  TRANSFEROR'S AND MEMBERS'  REPRESENTATIONS AND WARRANTIES.  Transferor
and Members  hereby each make the following  representations  and warranties for
the benefit of Transferee as of the Closing Date:

          A.   Transferor has all right, power and authority required to execute
               and  deliver  this  Agreement  and to  perform  the terms of this
               Agreement.

          B.   Transferor  is the legal and  beneficial  owner and holder of the
               Loan Documents.

          C.   Transferor  has not assigned or pledged the Loan Documents to any
               third  party.  No third  party  has any  claim of  right,  title,
               ownership or encumbrance on or to the Note or Deed of Trust.

          D.   VCA  Nevada  Incorporated  is  not  in  default  under  the  Loan
               Documents  and no event has  occurred  which with the  passage of
               time or the giving of notice or both would  constitute  a default
               under the Loan Documents.  The outstanding  principal  balance on
               the Note is $4,900,000.

          E.   Transferor  has no creditors and there is no third party that has
               any  ability  to  cause   Transferor  to  file  a  reorganization
               proceeding.

          F.   On or before December 31, 2002, neither Transferor nor any Member
               shall take any action or sign any documents  which would cause or
               result in Transferor filing a reorganization proceeding.

     7.2  TRANSFEREE'S  REPRESENTATIONS AND WARRANTIES.  Transferee hereby makes
the  following  representation  and warranty for the benefit of Transferor as of
the Closing Date:

          A.   Transferee has all right, power and authority required to execute
               and  deliver  this  Agreement  and to  perform  the terms of this
               Agreement.

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                                    SECTION 8

                                   NO BROKERS.

     Each of  Transferor  and  Transferee  further  represent and warrant to the
other that it has not had any  dealings  with any agent or broker in  connection
with the  negotiation  or  performance  of this  Agreement  and each  agrees  to
indemnify  and  hold  the  other  harmless  from  any  commission,   charges  or
compensation paid to or otherwise claimed by any agent or broker with respect to
this Agreement or the transactions contemplated hereunder.

                                    SECTION 9

                               FURTHER ASSURANCES.

     Transferee and  Transferor  shall execute any and all documents and perform
any and all acts reasonably  necessary or appropriate to consummate the purchase
and  sale  of the  Loan,  and the  Loan  Documents  pursuant  to the  terms  and
conditions set forth in this Agreement.

                                   SECTION 10

                          SURVIVAL OF REPRESENTATIONS.

     All  representations,   warranties,   covenants,   agreements,   terms  and
conditions made herein will survive the execution,  delivery and closing of this
Agreement and all transactions contemplated hereunder.

                                   SECTION 11

                          NO THIRD PARTY BENEFICIARIES.

     Nothing in this  Agreement,  express or implied,  is intended to confer any
rights or remedies under or by reason of this Agreement on any person other than
the parties to it and their respective  permitted successors and assigns, nor is
anything in this  Agreement  intended to relieve or discharge any  obligation of
any  third  person to any party  hereto  or give any third  person  any right of
subrogation or action against any party to this Agreement.

                                   SECTION 12

                              DESCRIPTIVE HEADINGS.

     The  descriptive  headings of the several  sections of this  Agreement  are
inserted  for  convenience  and will not be  deemed  to affect  the  meaning  or
construction of any of the provisions hereof.

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                                   SECTION 13

                                  CONSTRUCTION.

     The  parties  agrees that the rule of  construction  to the effect that any
ambiguities  are to be resolved  against the drafting party will not be employed
in the interpretation of this Agreement.

                                   SECTION 14

                                TERMS GENERALLY.

     The defined terms in this Agreement will apply equally to both the singular
and the plural forms of the terms defined. Whenever the context may require, any
pronoun will include the corresponding masculine, feminine and neuter forms. The
words "include,"  "includes" and "including" when used in this Agreement will be
deemed to be followed by the phrase "without  limitation."  The words "approval"
and "notice"  when used in this  Agreement  will be deemed to be preceded by the
word "written." All references to "Exhibit" or "Exhibits" in this Agreement mean
the exhibits attached hereto,  the terms and conditions of which are made a part
hereof.  All  references to "Section" or "Sections" in this  Agreement  mean the
applicable section of this Agreement unless otherwise specified.

                                   SECTION 15

                                ENTIRE AGREEMENT.

     This Agreement  constitutes the entire agreement between the parties hereto
with respect to the purchase and sale of the Loan, and the Loan  Documents,  and
supersedes any other agreements,  negotiations,  communications,  understandings
and commitments whether written or oral, relating thereto. This Agreement may be
modified only by a writing signed by all parties to this Agreement.

                                   SECTION 16

                                  SEVERABILITY.

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

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                                   SECTION 17

                              TIME OF THE ESSENCE.

     Time is of the essence in the execution and  performance  of this Agreement
and each of its provisions.

                                   SECTION 18

                                  COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
shall constitute one and the same agreement, and either party hereto may execute
this Agreement by signing such counterpart.

                                   SECTION 19

                                 GOVERNING LAW.

     This Agreement shall be interpreted,  construed and governed by the laws of
the State of Nevada.

                                   SECTION 20

                                 ATTORNEY FEES.

     In the event of any  litigation  or other action to construe,  interpret or
enforce  this  Agreement,  the  prevailing  party  shall be  entitled to recover
reasonable attorney and expert witness fees and costs.

                                   SECTION 21

                             SUCCESSORS AND ASSIGNS.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto and their respective successors and assigns.

                                   SECTION 22

                                    NOTICES.

     All  notices to be given  under  this  Agreement  shall be in  writing  and
either:

          A.   Sent by certified mail, return receipt  requested,  in which case
               notice shall be deemed  delivered  three (3) business  days after
               deposit, postage prepaid in the United States Mail,

          B.   Sent by a nationally  recognized overnight courier, in which case
               notice  shall be  deemed  delivered  one (1)  business  day after
               deposit with this courier, or

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          C.   By  telecopy  or similar  means,  if a copy of the notice is also
               sent by United States  Certified Mail, in which case notice shall
               be deemed delivered on transmittal by telecopier or other similar
               means  provided  that  a  transmission  report  is  generated  by
               reflecting the accurate transmission of the notices, as follows:

If to Transferor:        Las Vegas Golf Center, L.L.C.
                         13849 Weddington Street
                         Sherman Oaks, CA 91401

with a copy to:          Sherri L. Cook
                         13849 Weddington Street
                         Sherman Oaks, CA 91401

If to Transferee:        ILX Resorts Incorporated
                         Attention: Joseph P. Martori, Chairman
                         2111 E. Highland Avenue, Suite 210
                         Phoenix, AZ 85016

with a copy to:          Al Spector, Esq.
                         Spector Law Offices, P.C.
                         4020 N. Scottsdale Road, Suite 300
                         Scottsdale, AZ 85251

These  addresses may be changed by written  notice to the other party,  provided
that no notice of a change of address shall be effective until actual receipt by
the parties of the  notice.  Copies of notices  are for  informational  purposes
only,  and a failure to give or receive copies of any notice shall not be deemed
a failure to give notice.

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     IN WITNESS  WHEREOF,  the undersigned have executed this Agreement the date
first above set forth.

TRANSFEROR:

LAS VEGAS GOLF CENTER, L.L.C.,
a Delaware limited liability company

By: ______________________________

Its: _____________________________

Date: ____________________________

MEMBERS:

Each  of  the  Members  sign  below  with  respect  to the  Representations  and
Warranties set forth in Paragraph 7.1:


__________________________________
Lodwrick M. Cook
Date: ____________________________


__________________________________
Sherri L. Cook
Date: ____________________________


__________________________________
Scott Parnin Cook
Date: ____________________________

TRANSFEREE:

ILX RESORTS INCORPORATED, an
Arizona corporation


By:  _____________________________
     Joseph P. Martori
Its: Chairman of the Board
Date: ____________________________


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