FOURTH AMENDMENT TO
                             FINANCING AGREEMENT AND
                         REAFFIRMATION OF LOAN DOCUMENTS


                  This Fourth Amendment to Financing Agreement and Reaffirmation
of Loan Documents (the "Fourth Modification  Agreement"),  dated as of September
7, 1996,  is entered  into by and between  Tammac  Financial  Corp.,  a Delaware
corporation,  with  its  principal  office  located  at 100  Commerce  Boulevard
Wilkes-Barre,  Pennsylvania 18702 (hereinafter  referred to as "TAMMAC") and Los
Abrigados  Partners Limited  Partnership  (a/k/a Los Abrigados  Limited Partners
Limited Partnership),  an Arizona limited partnership, with its principal office
located at 2777 East Camelback Road,  Phoenix,  Arizona 85016  ("Developer") and
ILX Incorporated  (f/k/a  International  Leisure Enterprises  Incorporated),  an
Arizona  corporation,  with its principal  office located at 2777 East Camelback
Road, Phoenix, Arizona 85016 ("Guarantor").


                                    RECITALS:
                                    ---------

                  A. The Developer and TAMMAC entered into a Financing Agreement
dated as of September 10, 1991 (the  "Financing  Agreement" or the  "Agreement),
which set forth the terms and  conditions  regarding  the  Developer's  sale and
TAMMAC's purchase of certain consumer installment  obligations generated at that
certain timeshare  condominium project known as Los Abrigados Resort & Spa, also
known as the Sedona Vacation Club, located at 160 Portal Lane, Sedona,  Coconino
County, Arizona (the "Project").


                  B. The obligations due and owing to TAMMAC under the Financing
Agreement are secured,  in part, by the liens and security  interests granted by
Developer  pursuant to a Security  Agreement and a Deed of Trust,  Assignment of
Rents  and  Security  Agreement  (the  "Deed of  Trust"),  of even date with the
Financing Agreement.

                  C.  Contemporaneously  with the  execution and delivery of the
Financing Agreement,  the Guarantor executed and delivered a Continuing Guaranty
Agreement in favor of TAMMAC.

                  D.  Contemporaneously  with the  execution and delivery of the
Financing  Agreement,  the  Developer  executed  and  delivered  or caused to be
executed and  delivered to TAMMAC  various  Uniform  Commercial  Code  financing
statements,  an Estoppel Certificate,  an Incumbency Certificate and Partnership
Authorization,  Incumbency Certificates,  Corporate Resolutions,  a Governmental
Regulation Compliance Affidavit and other related documentation.

                  E.  TAMMAC  and  the  Developer  entered  into a  Modification
Agreement dated as of August 12, 1992, modifying certain terms and conditions of
the Financing Agreement (the "First Modification Agreement").

                  F. TAMMAC and the  Developer  again  amended and  modified the
Financing Agreement as evidenced by that certain Amendment to Commitment Letter,
Financing  
<PAGE>
Agreement,  and  Reaffirmation  of Various Loan Documents  dated as of March 31,
1993 (the "Second Modification Agreement").

                  G. In conjunction with the Second Modification Agreement,  the
Developer executed and delivered a Modification to Deed of Trust,  Assignment of
Rents and Security Agreement, modifying certain terms and conditions of the Deed
of Trust, which Modification to Deed of Trust,  Assignment of Rents and Security
Agreement was recorded in the Coconino County Recorder's Office on May 17, 1993,
Docket 1562, page 974 (the "First Modification to Deed of Trust").

                  H. TAMMAC and the  Developer  again  amended and  modified the
Financing  Agreement,  as evidenced by that certain Third Amendment to Financing
Agreement dated as of September 7, 1994 (the "Third Modification Agreement").

                  I. In conjunction with the Third Modification  Agreement,  the
Developer  executed  and  delivered  or caused to be executed  and  delivered to
TAMMAC:  (i) that certain Second  Modification  to Deed of Trust,  Assignment of
Rents and Security  Agreement  dated as of  September  7, 1994,  recorded in the
Coconino County  Recorder's  Office on September 12, 1994, Docket No. 1705, page
897  (the  "Second  Modification  of Deed  of  Trust");  (ii)  an  Environmental
Indemnity  Agreement;  and (iii) related documents  including Uniform Commercial
Code financing statements,  an Estoppel Certificate,  Incumbency Certificate and
Partnership  Authority,  Incumbency  Certificates,   Corporate  Resolutions  and
related documents.

                  J. In conjunction with the Third Modification  Agreement,  the
Guarantor  executed and  delivered  to TAMMAC an Amended and  Restated  Guaranty
Agreement (the "Guaranty Agreement").

                  K.  Pursuant to the terms of that  certain  Commitment  Letter
issued to International  Leisure  Enterprises  Incorporated dated June 28, 1991,
the rights and  obligations  of which were  assigned  by  International  Leisure
Enterprises Incorporated to the Developer, as said Commitment Letter was amended
and  modified  by the First  Modification  Agreement,  the  Second  Modification
Agreement,  and pursuant to that certain  Commitment Letter dated July 20, 1994,
issued by TAMMAC to the Developer (the aforesaid  Commitment Letters, as amended
and  modified,  are  hereinafter  collectively  referred  to as the  "Commitment
Letter"),  TAMMAC's  obligations to purchase  Contracts  expires on September 7,
1996.

                  L. The Developer has requested  that TAMMAC extend the term of
the Commitment Letter for an addition eighteen (18) months and purchase up to an
additional Five Million ($5,000,000.00) Dollars of new Contracts to be generated
by the Developer at the Project.

                  M. The parties'  desire to amend the terms and  conditions  of
the  Financing  Agreement  and to affirm the extent and  validity of the various
Loan documents executed in conjunction therewith.
                                       2
<PAGE>
                  N.  To  that  end,  the  parties  wish  to  memorialize  their
agreements by this writing.

                                   AGREEMENT:
                                   ----------

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                  1.   Definitions.   Unless  otherwise   defined  herein,   all
capitalized  or defined  terms used herein shall have the same meaning set forth
in the  Commitment  Letter,  the  Financing  Agreement,  the First  Modification
Agreement,  the Second Modification Agreement, the Third Modification Agreement,
the Deed of Trust,  as modified by the First  Modification  to Deed of Trust and
the Second  Modification to Deed of Trust, the Security Agreement and all of the
other Loan Documents.

                  2.   Recitals.   The  recitals  set  forth  above  are  hereby
incorporated  herein  as if set  forth at  length.  TAMMAC,  the  Developer  and
Guarantor each,  jointly and severally,  acknowledge and confirm that all of the
aforesaid recitals are true, accurate and correct in all respects.

                  3. Continuing  Validity of Loan  Documents.  The Developer and
the Guarantor each, jointly and severally,  hereby acknowledge,  ratify, confirm
and affirm:  (i) the extent and validity of the Loan  Documents;  (ii) that said
Loan  Documents  are and remain  valid,  enforceable  in  accordance  with their
respective  terms  and are and  remain in full  force and  effect as of the date
hereof;  (iii) that the Loan  Documents  are not subject to any real or personal
defenses  whatsoever;  (iv) that pursuant to the security  interests  granted to
TAMMAC  pursuant  to  the  Loan  Documents,  the  Loan  Documents  constitute  a
continuing,  valid mortgage lien upon the Project, a continuing, valid perfected
security  interest  and  lien  upon  the  property  described  in the  Financing
Agreement,   as  modified,  the  Security  Agreement  and  the  various  Uniform
Commercial Code financing statements relating thereto,  which security interests
secure the  payment  and  performance  of the  Obligations  due and owing by the
Developer and the Guarantor  pursuant to the Loan  Documents.  The Developer and
Guarantor  each,   jointly  and  severally,   warrant  and  represent  that  all
representations  and  warranties  contained in the Loan  Documents  are true and
complete as of the date hereof,  no warranty therein contained has been breached
as of the date hereof,  and they are each in full  compliance with all the terms
and conditions  thereof,  and have performed all obligations on their part to be
performed  therein.  Guarantor  consents  to  the  extension,  modification  and
amendment of the Loan Documents as contemplated herein, and waives all notice of
any such change in terms and further  waives any right or remedy that TAMMAC may
have or may be  required  to pursue  against  the  Developer  or any other party
liable  thereunder or hereunder  prior to commencing any action or enforcing the
provisions  herein  or  therein  contained  or  as  contained  in  the  Guaranty
Agreement.

                  4.  Representations,  Warranties and Covenants.  The Developer
and the Guarantor each,  jointly and severally,  hereby  represent,  warrant and
covenant as follows:
                                       3
<PAGE>
                           A.  The  Developer   and  the  Guarantor   have  each
disclosed their respective  current  financial  conditions and  circumstances to
TAMMAC.  Any and all  substantial  and/or  material  adverse  changes  in  their
financial  conditions and circumstances  which shall occur after the date of the
disclosure of their  financial  conditions  shall be immediately  brought to the
attention  of TAMMAC by the  Developer  and the  Guarantor  and TAMMAC  shall be
promptly notified in writing of same by the Developer and the Guarantor.

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

                           C. The  financial  disclosures  made by the Developer
and the  Guarantor  accurately  and fairly  present their  respective  financial
conditions  and  circumstances  as of  the  date  of  this  Fourth  Modification
Agreement and there have been no further  substantial  and/or  material  adverse
changes in their financial  conditions and  circumstances as of the date of this
Fourth Modification Agreement.

                           D. There are no actions, suits or proceedings pending
(nor to the  Developer's or the  Guarantor's  knowledge,  any actions,  suits or
proceedings threatened, nor is there any basis therefor),  against or in any way
relating  adversely  to either  one or both of them or their  properties  in any
court or  before  any  arbitrator  of any kind or  before  any  governmental  or
non-governmental  body which,  if adversely  determined,  would singly or in the
aggregate have a material adverse effect on their financial condition.

                           E. The Developer and the Guarantor  have no knowledge
of any  material  violations  of and have not received  written  notice from any
governmental  authority  concerning any  environmental,  health,  fire,  safety,
building,  engineering, or zoning or code violations with respect to the Project
or any portion thereof.

                  5.  Modification of the Financing  Agreement.  Effective as of
the date of this Fourth  Modification  Agreement,  the  Financing  Agreement  is
hereby amended and modified as follows:

                           A.  Section 2.1 is hereby  amended in its entirety to
read as follows:

                                             2.1.  Subject  to all of the  terms
                                    and  conditions of the Financing  Agreement,
                                    as  modified,  from  September  8, 1996,  to
                                    March 7, 1998, the Developer  shall offer to
                                    Tammac up to an additional  $5,000,000.00 of
                                    new   Contracts   to  be  generated  by  the
                                    Developer  at  the   Project,   which  shall
                                    constitute  "Phase  II"  funding.  Developer
                                    shall submit  completed  Credit  Packages to
                                    TAMMAC   
                                       4
<PAGE>
                                    for review relating to said  Transactions so
                                    offered, which Credit Packages shall include
                                    credit reports on each of the Consumers from
                                    a  nationally  recognized  credit  reporting
                                    service.    Provided   Developer   has   not
                                    defaulted  under the terms and conditions of
                                    this  Financing  Agreement and the Guarantor
                                    is not in default  pursuant  to the terms of
                                    the Guaranty  Agreement,  and subject to the
                                    terms  and   conditions   of  the  Financing
                                    Agreement,  as modified,  from  September 8,
                                    1996 to March 7, 1998, TAMMAC shall purchase
                                    up  to  an  additional   $5,000,000  of  new
                                    Contracts   which  meet   TAMMAC's   lending
                                    criteria and guidelines, as same shall be in
                                    effect  on  the  date   that   this   Fourth
                                    Modification   Agreement   is  executed  and
                                    delivered  by  TAMMAC.  A copy  of  TAMMAC's
                                    current  lending  guidelines and criteria is
                                    attached  hereto and made a part  hereof and
                                    labeled as  Exhibit  "C".  TAMMAC's  lending
                                    guidelines  and  criteria  shall  remain  in
                                    effect  through March 7, 1998.  TAMMAC shall
                                    advise   Developer  in  writing  whether  it
                                    intends    to    purchase    a    particular
                                    Transaction.  Any  approval  to  purchase  a
                                    Transaction  shall be  subject  to the terms
                                    and conditions contained in said approval.

                           B.       Section   2.2  is  hereby   amended  in  its
entirety to read as follows:

                                             2.2. Except as set forth in Section
                                    2.8  of  this  Financing  Agreement,  TAMMAC
                                    shall accept  Contracts  that meet  TAMMAC's
                                    lending  guidelines  and  criteria and which
                                    are   written   at  a   contract   rate   of
                                    five-and-one-quarter    (5.25%)   percentage
                                    points  above  the  highest  prime  rate  as
                                    announced  from  time to  time  in The  Wall
                                    Street  Journal  (the  "Acceptable  Contract
                                    Rate").  The Acceptable  Contract Rate shall
                                    be fixed for a period of six months from the
                                    execution   and   delivery  of  this  Fourth
                                    Modification Agreement and shall be based on
                                    the highest  prime rate as  announced in The
                                    Wall  Street  Journal  on the  business  day
                                    preceding the execution and delivery of this
                                    Fourth   Modification    Agreement   ("Prime
                                    Rate").  Thereafter, the Acceptable Contract
                                    Rate is  subject  to  change  every  six (6)
                                    months  following the execution and delivery
                                       5
<PAGE>
                                    of this Fourth  Modification  Agreement (the
                                    "Change Date") and will be reset, if at all,
                                    based  upon the Prime Rate then in effect on
                                    each Change Date.  Notwithstanding  anything
                                    contained  herein  to the  contrary,  in the
                                    event   that   the   Prime   Rate    exceeds
                                    nine-and-three-quarters  (9.75%) percent per
                                    annum,   and  provided  the   Developer  and
                                    Guarantor are not in default under the terms
                                    of the Financing Agreement and/or any of the
                                    other Loan Documents,  TAMMAC shall continue
                                    to purchase  Contracts pursuant to the terms
                                    hereof, provided TAMMAC's effective yield on
                                    said  Contracts  (inclusive of any discounts
                                    due  to  Tammac   pursuant  to  Section  2.8
                                    hereof) is at least  fifteen  (15%)  percent
                                    per  annum.  It  is  the  intention  of  the
                                    parties  hereto that, in the event the Prime
                                    Rate exceeds 9.75% per annum,  the Developer
                                    shall  have  the   flexibility  of  offering
                                    Contracts to Tammac written at less than 15%
                                    per  annum,   provided  said  Contracts  are
                                    subject to the  Developer's  obligations  to
                                    equalize  the yield as herein  provided.  In
                                    that regard,  this continuing  obligation on
                                    the  part  of  TAMMAC  shall  not in any way
                                    affect   the   definition   of   "Acceptable
                                    Contract   Rate,"  as  it   relates  to  the
                                    Developer's   obligations  to  equalize  the
                                    yield as herein provided. For so long as the
                                    Prime  Rate  exceeds  9.75  percent,  TAMMAC
                                    shall  have no  further  obligation  to make
                                    Interest Rate  Differential  Payments to the
                                    Developer,  as  provided  in Section  2.8 of
                                    this Financing Agreement.

                           C.       The third  subparagraph  of  Section  9.1 is
hereby amended in its entirety to read as follows:

                                             After   March  7,   1998,   or  the
                                    purchase  by  TAMMAC of an  additional  Five
                                    Million ($5,000,000.00) Dollars of Contracts
                                    pursuant   to  this   Financing   Agreement,
                                    whichever  occurs first, the Developer shall
                                    not have the option of offering  Replacement
                                    Contracts    to   TAMMAC   for    delinquent
                                    Contracts,  and  TAMMAC  shall  be  under no
                                    obligation   to   accept   any   Replacement
                                    Contracts.  From and after March 7, 1998, or
                                    the purchase by TAMMAC of an additional Five
                                    Million     ($5,000,000.00)    Dollars    of
                                    Contracts,   whichever
                                       6
<PAGE>
                                    occurs first,  the Developer must repurchase
                                    the delinquent Contracts.

                  6. Documentation to be Furnished to TAMMAC. TAMMAC's Agreement
to enter  into  this  Fourth  Modification  Agreement  as  herein  set  forth is
expressly  conditioned  upon  TAMMAC's  and its  counsel's  receipt,  review and
acceptance,  prior to the  execution  and  delivery of this Fourth  Modification
Agreement  (unless   otherwise  noted),  of  the  following   documentation  and
information:

                           A. Existing Consumer  documentation,  if same differs
from the Consumer  documentation  previously reviewed and approved by TAMMAC and
its counsel.

                           B.  Certificates  or  Articles of  Incorporation  and
Bylaws  as  amended  to date,  for the  Developer's  corporate  general  partner
("General  Partner") and the Guarantor,  or a statement that the Certificates or
Articles of Incorporation  and Bylaws for the General Partner and the Guarantor,
which are currently in TAMMAC's possession, have not been amended or modified in
any respect.

                           C. The names and titles of all officers and directors
of the General Partner and the Guarantor.

                           D. The names and percentage of ownership  interest of
each of the  shareholders  of the  General  Partner  and the names of all of the
general and limited partners of the Developer.

                           E.  Certificates  of good standing for the Developer,
the General Partner and the Guarantor in each jurisdiction in which said parties
are incorporated and/or authorized to do business.

                           F.   Corporate    franchise   tax   searches   and/or
certificates  from the Directors of Revenue,  from all applicable  jurisdictions
that no taxes are due thereto with respect to the Developer, the General Partner
and the Guarantor.

                           G.  Continuation  Uniform  Commercial  Code financing
searches  with respect to the  Developer  from the Arizona  Secretary of State's
office,  the Coconino County  Recording Office and the Maricopa County Recording
Office,  and  any  other  jurisdictions  wherein  the  Developer  is  conducting
business.

                           H. An update of the existing title  insurance  policy
insuring TAMMAC's interest in the Project which shall confirm,  inter alia, that
no liens or encumbrances  affect the title to the Project and TAMMAC's  security
interest  therein,  other  than  those  liens and  encumbrances  which have been
approved in writing by TAMMAC and its counsel.

                           I.  Federal  tax lien,  state  tax lien and  judgment
searches for the Developer, the General Partner and the Guarantor.
                                       7
<PAGE>
                           J.  Evidence  of  continuing   compliance   with  all
applicable federal,  state and local environmental laws, rules,  regulations and
ordinances relating to the Resort and the Developer.

                           K. An updated  listing and copy of all  certificates,
permits and licenses  required in  connection  with the use and operation of the
Project and the sale and financing of the Unit Weeks.

                           L. A listing and description of any pending  lawsuits
or similar proceedings  involving the Project,  the Developer,  the Guarantor or
the General Partner, in which the Project,  the Developer,  the Guarantor or the
General  Partner are a defendant  or otherwise  defending  any claim which is in
excess of $10,000.

                           M. Written  authorizations,  waivers and/or  consents
authorizing  or  consenting  to the  transactions  contemplated  by this  Fourth
Modification Agreement.

                           N. Evidence that all fees, dues, charges, assessments
and the like  relating to that portion of the Project which is encumbered by the
Deed of Trust,  as modified,  due to the  Association are current and that there
are no liens or encumbrances relating thereto.

                           O.  A true  copy  of the  Association's  current  and
proposed budget.

                           P. An updated Environmental Questionnaire.

                           Q.  An  opinion  letter  from  the  Developer's,  the
General Partner's and the Guarantor's counsel.

                           R. All other  documentation and information  provided
for herein or which TAMMAC may request or require

                  7. Further  Assurances.  The Developer and the Guarantor  each
hereby agree that they shall  execute  and/or  deliver to TAMMAC any  documents,
information  or  agreements  as may be  reasonably  requested  by  TAMMAC or its
counsel at any time so long as any sums due or obligations to be performed under
the Loan Documents remain unpaid or unperformed.

                  8. Release and  Discharge  of TAMMAC.  The  Developer  and the
Guarantor each,  jointly and severally,  hereby release and discharge  TAMMAC of
and from all claims, causes of action, demands,  damages or suits, at law and in
equity,  which they may, as of the date of this Fourth  Modification  Agreement,
have or claim to have against  TAMMAC  relating to,  arising out of or resulting
from their respective  lending  relationships with TAMMAC or with respect to the
Obligations  due to TAMMAC as evidenced by the Loan Documents or with respect to
the Project or the other Collateral.

                  9. Governing Law. This Fourth Modification  Agreement shall be
governed by and construed in  accordance  with the laws of the  Commonwealth  of
Pennsylvania, without regard to the principles of conflicts of laws.
                                       8
<PAGE>
                  10.  Binding  Effect.  This Fourth  Modification  Agreement is
binding upon, inures to the benefit of, and is enforceable by the successors and
assigns  of the  parties  hereto.  This  Fourth  Modification  Agreement  is not
assignable by the Developer.

                  11.  Nonwaiver.  No failure or delay on the part of TAMMAC, or
its  successors  and assigns,  in the exercise of any right,  power or privilege
pursuant to the Loan  Documents or this Fourth  Modification  Agreement is to be
construed to be or operate as a waiver.  Partial exercise of any right, power or
privilege by TAMMAC is not to preclude any further  right,  power or  privilege,
nor be deemed a waiver.  Any waiver or modification of this Fourth  Modification
Agreement  or any  other  document,  instrument  or  agreement  executed  by the
Developer or the Guarantor is to be in writing  signed by the  Developer  and/or
Guarantor and TAMMAC.  TAMMAC may, in its sole  discretion,  release,  impair or
surrender  all or any of the  interests  granted  hereunder  or under  any other
agreement  executed  by the  Developer  and/or the  Guarantor  without  waiving,
exhausting or impairing any of TAMMAC's rights and remedies  available  pursuant
to the Loan Documents, including this Fourth Modification Agreement.

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

                  13.  Representation  by Counsel;  Drafting of  Agreement.  The
Developer and the Guarantor  acknowledge  that they have had the  opportunity to
consult  independent  counsel  of their own  selection  in  connection  with the
matters  covered  by this  Fourth  Modification  Agreement,  and that  they have
executed  and  delivered  this  Fourth  Modification  Agreement  (and all  other
documents  referred  to herein or in  connection  herewith)  with the benefit of
counsel and of their own free will and volition. The Developer and the Guarantor
also acknowledge and agree that the terms of this Fourth Modification  Agreement
have been  negotiated in good faith by the parties,  and that said term shall be
construed in a neutral fashion and without regard to the  draftsmanship  of this
Fourth Modification Agreement.

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

                  15.  Continued  Effectiveness  of Loan  Documents.  Except  as
specifically  modified or amended herein,  all of the other terms and conditions
of the Loan  Documents  shall  remain in full force and  effect and the  parties
hereto  expressly  confirm  and  ratify  all of  their  respective  liabilities,
obligations,  duties  and  responsibilities  under  and  pursuant  to said  Loan
Documents,  as modified and amended.  It is the intention of the parties  hereto
that this Fourth  Modification  Agreement  shall not  constitute  a novation and
shall in no way  adversely  affect or impair  the lien  priority  of the Deed of
Trust,  as modified,  and the security  interests  granted  pursuant to the Loan
Documents.
                                       9
<PAGE>
                  IN WITNESS  WHEREOF,  the undersigned  have hereunto set their
hands and seals or caused this Fourth Modification Agreement to be duly executed
and delivered by their proper and duly authorized officers or representatives as
of the day and year first above written.


                                       LOS ABRIGADOS PARTNERS
                                       LIMITED PARTNERSHIP,
                                       an Arizona limited partnership, Developer

ATTEST:                                By:  ILE Sedona Incorporated,
                                            an Arizona corporation,
                                            Sole General Partner


/s/ Stephanie Castronova               By:  /s/ Joseph P. Martori
--------------------------------            ------------------------------------
Stephanie Castronova, Secretary             Joseph P. Martori, President


ATTEST:                                     ILX INCORPORATED,
                                            an Arizona corporation, Guarantor


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


ATTEST/WITNESS:                             TAMMAC FINANCIAL CORP.


/s/ Joseph J. Lombardi                 By:  /s/ Andy G. Roosa
--------------------------------            ------------------------------------
Joseph J. Lombardi, Asst. Secretary         Andy G. Roosa, President
  
                                    10