AGREEMENT FOR

                              PURCHASE AND SALE OF

                         DEBBIE REYNOLDS HOTEL & CASINO
                                LAS VEGAS, NEVADA



SELLER:           DEBBIE REYNOLDS HOTEL & CASINO, INC.
                  a Nevada corporation

                  DEBBIE REYNOLDS RESORTS, INC.
                  a Nevada corporation


BUYER:            ILX INCORPORATED
                  an Arizona corporation
                  or its nominee


DATE:             October 30, 1996
<PAGE>
                         AGREEMENT FOR PURCHASE AND SALE
                         -------------------------------


THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") is made as of the 30th day of
October,  1996, by and between DEBBIE  REYNOLDS  HOTEL & CASINO,  INC., a Nevada
corporation and its wholly owned  subsidiary  DEBBIE REYNOLDS  RESORTS,  INC., a
Nevada corporation  (collectively  "Seller"),  and ILX INCORPORATED,  an Arizona
corporation, or its nominee ("Buyer").

                                R E C I T A L S:
                                ----------------

         A. Seller is the owner of certain real property  located in the city of
Las Vegas, Clark County, Nevada, comprised of a resort hotel and casino known as
Debbie  Reynolds  Hotel & Casino (a  portion of which has been  timeshared)  and
certain related personal property and rights,  tangible and intangible,  as more
particularly  described below (the real and personal  property and rights may be
sometimes referred to herein as the "Resort", as such term is more fully defined
below).

         B.  Seller has agreed to sell,  and Buyer has agreed to  purchase,  the
Resort pursuant to the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the sufficiency of such consideration being acknowledged,  the
parties hereby agree as follows:

                                A G R E E M E N T
                                -----------------

Section 1.      Sale of Resort
                --------------

     1.01.  Seller shall sell to Buyer, and Buyer shall purchase from Seller, at
the price and upon the terms and conditions set forth in this Agreement:

                (a) All that real property located in the County of Clark, State
         of Nevada,  described on Exhibit "B" attached  hereto and  incorporated
         herein,   together   will  all  rights,   privileges,   easements   and
         appurtenances thereto,  including,  without limitation, all of Seller's
         right,  title and interest in and to any appurtenant  land lying within
         the  right-of-way of any street,  road or alley,  whether  completed or
         proposed (the "Property");

                (b) All  existing and proposed  buildings,  parking  facilities,
         structures, signs, improvements,  tenements, fixtures and appurtenances
         presently  located on, under or about the  Property and any  additional
         items located thereon at the time of Closing (the "Improvements");

                (c) All of the Resort,  restaurant,  lounge,  museum,  showroom,
         casino,  gift  shop,  back  bar,  common  area,  and  other  furniture,
         furnishings, equipment, fixtures, improvements, inventory, supplies and
         other items of personal property and any vehicles  customarily  located
         on the  Property  or used  primarily  in  connection  with the Resort ,
         including  those  items set forth on Exhibit  "C"  attached  hereto and
         incorporated  herein  (the  "Personal   Property"),   but  specifically
         excluding  those  items set forth on Exhibit  "T"  attached  hereto and
         incorporated herein;
                                      -1-
<PAGE>
                (d) All customer lists,  timeshare leads, and rental and booking
         information  owned by Seller (the  "Ledgers")  and used in  conjunction
         with the operation of the Resort;

                (e) All of Seller's right, title and interest in and to: (i) any
         leases  affecting the Resort (the  "Leases") that have not been paid as
         of Closing and that Buyer  specifically  agrees to assume,  if any, and
         (ii) any  management,  service,  concession,  maintenance,  utility and
         other  contracts and  agreements  with respect to the  maintenance  and
         operation of the Resort (the "Service Contracts").

                (f) All of  Seller's  right,  title and  interest  in and to all
         architectural  drawings,  plans and  specifications,  shop drawings and
         other  design or  construction  documents  relating  to the  present or
         future  development of the Resort and  construction of the Improvements
         (the "Plans and Specifications");

                (g) All of Seller's right,  title and interest in and to any and
         all of the  following  to the extent  they arise out of, are related to
         the  construction  or development of, or are, or have at any time been,
         used in connection  with the Resort:  (i)  warranties,  guarantees  and
         indemnities  in favor of Seller  and  claims of  Seller  against  third
         parties  with  respect  thereto,  with the  exception  of those  claims
         described on Exhibit "K-1"  attached  hereto and  incorporated  herein,
         (ii) licenses, permits, certificates of occupancy or similar documents,
         contract  rights,  and other  agreements,  whether  oral or in writing,
         incident   to  the   operation   of   the   Resort,   to   the   extent
         transferable,(iii)  the goodwill  associated with the Resort,  (iv) all
         designs,  surveys, site plans, plats, operating materials,  engineering
         reports and other technical descriptions, (v) transferable licenses and
         permits  necessary  to  operate  the  Resort as it is  presently  being
         operated,  and (vi) all other  contracts,  assets,  and rights owned by
         Seller,  relating to the business,  maintenance,  construction,  and/or
         operation  of  the  Resort   (collectively  the  "Contract  Rights  and
         Intangible Assets");

                (h) All of  Seller's  right,  title and  interest  in and to any
         transferable   licenses  and  permits,   including  without  limitation
         alcoholic beverage  licenses,  used in the operation of the Resort, and
         all other personal property or rights, tangible or intangible,  located
         at and used in the operation of the Resort (collectively "Miscellaneous
         Items") ;

                (i)  All  of  Seller's  right,  title  and  interest  in  Resort
         telephone numbers and marketing materials used in marketing the Resort,
         whether  located  at  the  Resort  or  elsewhere,   including  existing
         videotapes,  photographs,  brochures,  film, copy and anything relating
         thereto ("Advertising Materials"); and

                (j) All of Seller's  right,  title and interest in the timeshare
         operation on the Property and any OPC license or lease (the  "Timeshare
         Operation") and all "in-house" timeshare contracts, purchase agreements
         and notes receivable resulting from sales of timeshare intervals at the
         Resort  prior  to  Closing  and not  sold to  lenders  (the  "Timeshare
         Paper"), as more particularly described on Exhibit "A".
                                      -2-
<PAGE>
All of the items described in  subparagraphs  (a) through (j) above are referred
to in this Agreement  collectively as the "Resort".  Any items excluded from the
foregoing are set forth on Exhibit "T" attached hereto.

      1.02 Seller  shall convey and Buyer shall accept title to the Property and
Improvements in accordance with the terms of this Agreement by general  warranty
deed (Exhibit "D"),  subject to all matters of public record shown on the Owners
Title Policy, current taxes and current assessments, and any matter shown on the
A.L.T.A.  survey of the Property  described in paragraph 3.04 below and approved
by Buyer  (collectively the "Permitted  Exceptions").  The Personal Property and
Advertising  Materials  shall be conveyed to Buyer by Bill of Sale (Exhibit "E")
to be executed and  delivered by Seller at Closing,  free and clear of liens and
encumbrances  except  the First Lien (as  described  hereinafter).  The  Leases,
Service Contracts,  Ledgers, , Plans and  Specifications,  Miscellaneous  Items,
Timeshare Operation,  Timeshare Paper, and Contract Rights and Intangible Assets
shall be conveyed by Seller pursuant to an Assignment of Leases, Contract Rights
and  Intangible  Assets  (Exhibit  "F")  or  other  appropriate   assignment  or
conveyance  document,  free and clear of all liens except the First Lien,  to be
executed and delivered by Seller and Buyer at Closing.

Section 2.      Purchase Price, Apportionments, Escrow Agent
                --------------------------------------------

      2.01 The purchase price  ("Purchase  Price") to be paid by Buyer to Seller
for  the  Resort  shall  be  SIXTEEN  MILLION  EIGHT  HUNDRED  THOUSAND  DOLLARS
($16,800,000.00),  plus  any  additional  sum  for  inventories  existing  as of
Closing, payable as follows:

                (a) Four Million Two Hundred Thousand Dollars ($4,200,000.00) in
         cash  at  Closing  (the  "Down  Payment"),   plus  any  additional  sum
         representing  the  cost  of  any  Resort  inventory  of  liquor,  food,
         beverages and the gift shop (the  "Inventory"),  to be valued as agreed
         by the parties at a joint  inventory  conducted prior to Closing and as
         close thereto as  practicable,  all of which shall be used by Seller to
         satisfy the obligations of Seller described on Exhibit "P";

                (b) Five Million One Hundred  Thousand  Dollars  ($5,100,000.00)
         (adjusted to the actual  balance of principal  and interest at Closing)
         by, at Buyer's  option,  either (i)  assumption  at Closing of Seller's
         existing  obligations on the existing promissory note, deed of trust or
         mortgage,  and other loan and security  documents by Seller in favor of
         Resort Funding,  Inc., attached hereto as Exhibit "G" (the "First Lien"
         or "Loan  Documents"),  or (ii) paying the loan  evidenced  by the Loan
         Documents in full at Closing; and

                (c) Seven Million Five Hundred Thousand Dollars  ($7,500,000.00)
         by issuance at Closing of three million  seven  hundred fifty  thousand
         (3,750,000)  shares of ILX  Incorporated  Common Stock (the  "Shares"),
         valued for purposes of this Agreement at Two Dollars ($2.00) per share.
         Such stock will be included in a registration  statement to be filed on
         an  appropriate  form with the United  States  Securities  and Exchange
         Commission  within  thirty  (30)  days  after  the date of  substantial
         completion of those  Exhibits to be attached  hereto  hereinafter  that
         provide  material  information  or  additional  terms  to  the  overall
         transaction required to be disclosed in such registration statement.
                                      -3-
<PAGE>
      2.02 Except as set forth in paragraph  1.01 and 2.03,  Seller shall retain
all the rights and all the  obligations  with  respect  to all  obligations  and
liabilities  of the Resort and its  operation  arising  from or  relating to the
period on and prior to the date of Closing,  including without  limitation,  all
accounts  payable,  employees and employee  claims,  salaries and wages payable,
vacation  pay for  vacation  earned,  and payroll  taxes  associated  therewith,
unbooked accounts payable, accounts receivable, cash, cash equivalents, security
deposits,  utility and telephone payments, utility deposits, bank deposits, bank
and operating accounts, and all other obligations for the Resort, existing as of
and on the Closing  Date and for the period  prior  thereto,  as well as for its
prorata share of current real property  taxes and current  assessments as of the
Closing Date.  Seller's  prorata share of real  property  taxes and  assessments
shall be paid to Buyer in cash on the  Adjustment  Date as defined in  paragraph
2.03  hereof if not known and  prorated  at  Closing.  Buyer,  its wholly  owned
subsidiary,  or through a management company as Buyer may employ,  shall receive
payments paid to the Resort on all Seller's accounts  receivable  existing as of
the  Closing  Date as Seller's  agent and shall  remit all  amounts  received to
Seller within thirty (30) days of receipt.  Such receipt of accounts  receivable
shall be undertaken in the usual and ordinary  course of the Resort business and
Buyer shall not be required to undertake  any  solicitations  or other effort or
legal action to collect. Receipt of these accounts receivable as set forth above
shall be without  cost to Seller.  Any  payment  other than cash  delivered  for
Seller  shall  be  transmitted  in kind by  Buyer  without  recourse  to  Buyer.
Adjustment for cash security deposits, prepaid or accrued expenses shall be made
as provided in paragraph 2.03 below.

      2.03 Buyer and  Seller  agree that a  prorated  net  adjustment  (the "Net
Adjustment")  shall be computed as of the Closing Date for any amounts  actually
paid to (or to be paid to) and for any amounts  actually  paid by (or to be paid
by) one party,  but otherwise under this Agreement  belonging to the other party
or chargeable to the other party,  as the case may be. The  computations  of the
Net Adjustment  will be made as of the Closing Date and exclude the cash payment
described in paragraph  2.01(a) above.  Buyer and Seller agree to use their best
efforts to ensure that a full  accounting of the Net  Adjustments be provided no
later than the Closing Date to the extent  practicable (the "Adjustment  Date").
If Seller owes the Net Adjustment to Buyer,  then Buyer shall deduct such amount
from the Down Payment as of the Closing Date.  If Buyer owes the Net  Adjustment
to Seller,  such amount  shall be added to the Down  Payment,  as of the Closing
Date. The parties  acknowledge  that some items subject to adjustment may not be
received  prior to the  Adjustment  Date,  and  wherever  the context  requires,
Adjustment Date shall also mean  Supplemental  Adjustment Date as defined below.
Accordingly,  there shall be a supplemental  adjustment  determined  thirty (30)
days after the Closing Date or such other date or dates as the parties may agree
or  which  may be  necessary  if all  information  has not  been  received  (the
"Supplemental  Adjustment  Date(s)")  for such  items,  with  such  supplemental
adjustments to be made as of the Closing Date and paid to the other party within
ten (10) days after the  Supplemental  Adjustment  Date.  Buyer and Seller agree
that adjustments will include, but not necessarily be limited to, the following:

                (a) Sales and Other  Taxes.  Any sales,  transaction  privilege,
         gaming or other periodic taxes (except  Seller's  corporate income tax)
         based on pre-Closing Resort revenue,  which taxes having been collected
         and not paid, or which are due or to become due and the amount known or
         determinable at Closing,  shall be paid by Seller at Closing. All other
         such  amounts not so  determinable  on or before the  Adjustment  Date,
         shall be an  adjustment  in favor of  Buyer  unless
                                      -4-
<PAGE>
         otherwise paid by Seller.  Upon  presentation by Buyer of a copy of the
         sales  or  other  tax   return,   with  an   allocation   of   Seller's
         responsibility  therefor,  Seller shall reimburse Buyer for such amount
         within ten (10) business days after the date of such presentation.

                (b) Insurance.  If Buyer continues any insurance that Seller has
         previously  obtained  with  respect  to the  Resort,  Buyer  agrees  to
         reimburse Seller for the proportionate share of insurance costs prepaid
         by Seller for any coverage  continued by Buyer after Closing,  prorated
         as of the Closing Date.

                (c) Certain Payments.  All  Lease,  Service  Contracts,  utility
         and telephone payments shall be prorated as of the Closing Date.

                (d) Customer  Deposits and  Prepayments.  All unearned  customer
         deposits  and  prepayments  for services to be performed or goods to be
         delivered after Closing,  shall be prorated in favor of Buyer as of the
         Closing Date.

                (e)   Utility and Equipment  Lease  Deposits.  All  utility  and
         equipment  lease  deposits  shall be  assigned  to Buyer at Closing and
         shall be an adjustment in favor of Seller on the Adjustment Date.

                (f)   License Fees.  Any prepaid license fees shall  be prorated
         as of the Closing  Date,  and shall be an adjustment in favor of Seller
         on the Adjustment Date.

                (g) Employees and Payroll Related  Expenses.  At Buyer's option,
         Buyer may require that all or any part of the Resort's employees resign
         as of the Closing  Date.  To the extent not so  required by Buyer,  any
         Workmen's  Compensation  premium deposits to be utilized by Buyer shall
         be prorated to the Closing Date, and shall be an adjustment in favor of
         Seller on the Adjustment Date.  Current wages,  salaries,  vacation and
         sick leave  accrued as of the Closing  Date shall be an  adjustment  in
         favor of Buyer on the Adjustment  Date computed as if the vacation will
         be taken and the sick leave used. For purposes of the  foregoing,  paid
         vacation  and sick leave shall be deemed paid on a first  accrued-first
         paid basis.

                (h) Ledgers.  All amounts  receivable for lodging provided prior
         to the Closing Date, as shown on the Ledgers,  shall be  receivables to
         be received by Buyer on behalf of Seller as set forth above.

                (i) To the extent the foregoing  prorations and  adjustments are
         specifically  dealt with in the Hotel Facilities  Lease,  they shall be
         resolved herein in a manner consistent with that document.

(j)For all purposes of proration and allocation of responsibility  and liability
as described in this  Agreement,  the Closing Date and the period prior  thereto
are allocated to the Seller,  and the period after the Closing Date is allocated
to the Buyer.  The words "as of" or "on" the Closing or Closing  Date or similar
wording,  as well as the words "Closing" or "Closing Date" where  appropriate in
the context, shall be interpreted accordingly.
                                      -5-
<PAGE>
      2.04      The items below shall be paid as follows:

                (a) Seller shall pay all of the obligations described on Exhibit
         "P" from the Closing funds through the Escrow Agent.

                (b)  Seller  and  Buyer  shall  each pay  one-half  (1/2) of the
         standard escrow charges in connection with this Agreement.

                (c)  The  cost  of  the  owners  title  policy  provided  for in
         Paragraph 8.01 shall be paid on the Closing Date as follows:

                      (i)  Seller  shall  be  charged  an  amount  equal  to the
         premium for standard coverage; and

                      (ii) Buyer shall pay the  additional  premium for extended
         coverage, and the cost of any special endorsements as may be desired by
         Buyer.

                (d) The cost of any extended  lender's  title  insurance  policy
shall be paid in full by Buyer.

      2.05  Seller and Buyer  hereby  acknowledge  and agree  that the  Purchase
Price, for all purposes relating to this Agreement, shall be allocated among the
various  assets  comprising  the Resort as the parties shall  mutually  agree in
writing  prior to the end of the  Feasibility  Period  and  attached  hereto  as
Exhibit "H".

      2.06 First American Title Insurance Company,  Las Vegas,  Nevada shall act
as the escrow agent ("Escrow Agent") hereunder and shall, among other things, on
the  Closing  Date,  assume  responsibility  for  recording  and/or  filing  all
necessary  documents  resulting  herefrom  and shall  cause the  issuance of the
Policies of title  insurance  required  under  Section 8,  together  with proper
issuance  of any  reinsurance  agreements  pertaining  to such  title  insurance
policies,  and otherwise  accomplish  the provisions of this  Agreement.  Escrow
Agent has acknowledged its agreement to these provisions by signing in the place
indicated  on the  signature  page of this  Agreement.  The  parties  agree,  if
required by Escrow Agent, to execute and enter into Escrow Agent's standard form
of  escrow  instructions,  all with  such  modifications  as the  parties  shall
reasonably request.

Section 3.      Feasibility and Investigation
                -----------------------------

      3.01 In  consideration of Buyer entering into the mutual covenants in this
Agreement,  at any time on or prior to the sixtieth (60th) day after the date of
this Agreement (or as other terms of this Agreement may specifically extend such
period) (the  "Feasibility  Period"),  Buyer may cancel this  Agreement  and all
agreements relating thereto (except for its indemnity relating to disturbance of
the Resort as  described  below in this  Section) for any reason  whatsoever  in
Buyer's  sole and absolute  discretion,  by providing to Seller and Escrow Agent
written notice of such  cancellation.  In the event Buyer timely gives notice of
cancellation  in accordance  with the provisions  hereof,  this Agreement  shall
become null and void and of no further  force or effect  whatsoever  and neither
party shall have any further rights or obligations to the other
                                      -6-
<PAGE>
hereunder  or by reason  hereof  except for those  provisions  hereof  which are
expressly  stated to survive the  termination of this  Agreement.  If,  however,
Buyer shall fail to give notice of Buyer's election to cancel at the time and in
the  manner as above  provided,  then Buyer  shall be deemed to have  waived its
right to do so and Buyer shall continue to be bound by the remaining  provisions
of this Agreement.

      3.02 Buyer  shall have the right to enter and  examine  the Resort and all
other  items  being  sold  pursuant  to this  Agreement  at any time  after  the
execution of this  Agreement,  and also have the Resort and such items  examined
and copied by any persons whom it shall designate, including without limitation,
accountants,   attorneys,  contractors,  engineers,  and  environmental  testing
personnel.  Seller shall permit access to the Resort by Buyer and any persons it
designates, and shall fully cooperate and afford them the opportunity to inspect
such items and perform any tests upon the Resort that Buyer deems  necessary  or
appropriate. Buyer may utilize the office equipment and office facilities at the
Resort without charge (except for any long distance  telephone  service).  Buyer
will not unreasonably interfere with the business of the Resort.

      3.03 As to any physical  disturbance  of the Property or  Improvements  or
physical injury to person caused by Buyer or its agents, upon completion of such
studies and  investigations,  if Buyer cancels the Agreement or thereafter  does
not close,  Buyer  agrees to restore  any  physical  damage to the  Property  or
Improvements  caused by Buyer or its agents to the  condition it was in prior to
such damage, and further, without regard to whether or not Buyer shall cancel or
close,  to defend,  indemnify  and hold  Seller  harmless  from and  against all
physical  injury to  persons  arising  from  such  activities  by  Buyer.  These
covenants shall survive cancellation of this Agreement.

      3.04  Buyer  shall pay the cost of any  studies  and  examinations  of the
Resort  conducted  by agents of Buyer,  including  any  "Phase I"  environmental
report and any testing in connection  therewith.  Notwithstanding the foregoing,
as soon as reasonably  practicable  after execution of this Agreement Seller, at
its expense,  shall  provide Buyer with an ALTA Urban Class Survey of the Resort
including  such  Table A items as  specified  by  Buyer,  by a  Nevada  licensed
surveyor in good standing,  certified to Buyer, the title insurer and any lender
connected  herewith,  with such  certification  containing such other matters as
Buyer shall reasonably  request.  As soon as practicable after execution hereof,
Seller shall  provide Buyer with copies of all existing  surveys,  environmental
reports  and other  studies  and  reports  relating  to the  Resort in  Seller's
possession or under its reasonable control.

      3.05 Prior to the Closing,  and under such reasonable terms and conditions
as Seller  may  impose,  employees  and  agents of Buyer may stay at the  Resort
without  charge  for  lodging,  except  for  incidentals  consumed  such as long
distance telephone, food and beverages,  provided such stay is primarily for the
purpose of conducting  feasibility  examinations and investigations or otherwise
working on matters related to this transaction.
                                      -7-
<PAGE>
      3.06      Title Report
                ------------

                (a) As soon as practicable after execution hereof,  Seller will,
         at Seller's  sole cost and expense,  deliver to Buyer a commitment  for
         title insurance  relating to the Property  prepared by Escrow Agent and
         leading to the issuance of an extended  owners  policy,  together  with
         complete  and  legible  copies of all  recorded  documents  referred to
         therein (the "Title  Report")  and, in the event that the following are
         subsequently prepared, agrees to cause Escrow Agent to deliver to Buyer
         any updates and supplements thereto or amendments thereof, in each case
         together  with complete and legible  copies of all matters  referred to
         therein ("Amendments").  Buyer shall have until the later of the end of
         the  Feasibility  Period or five (5)  business  days  after the date of
         delivery of any Amendment (which,  at Buyer's option,  shall extend the
         Closing Date accordingly), to notify Seller and Escrow Agent in writing
         of Buyer's  objection to any matter(s)  indicated therein (but only, in
         the case of  Amendments,  with respect to matters not  appearing on the
         Title Report or any previously  delivered  Amendment).  Notwithstanding
         the  foregoing,  Buyer shall not be entitled to object to any exception
         contained  in the Title  Report  (or any  Amendment  thereof)  which is
         caused by Buyer's  activities  under Section 3 hereof  (excluding those
         resulting from Buyer's discovery of any existing defect or condition).

                (b) If Buyer  fails to  timely  object  to any  title  exception
         matter disclosed in accordance with the above procedure, Buyer shall be
         deemed to have  approved  the  condition of title to the  Property.  If
         Buyer  objects to any  exception as above  provided,  Seller shall have
         until  five (5)  business  days after the date of  delivery  of Buyer's
         objections  to advise Escrow Agent and Buyer in writing with respect to
         each  specified  objection of Seller's  election  either to (i) take no
         action  in  connection  therewith,  or (ii)  attempt  to cause any such
         matter(s)  to be cured or  eliminated  at or prior to Close of  Escrow.
         Insuring  over any such  item may be done  only  with  Buyer's  written
         consent in its sole discretion.  Seller's failure to give notice within
         such five (5)  business  day  period  with  respect  to any of  Buyer's
         objections shall be deemed to constitute  Seller's  election to take no
         action in connection therewith.

                (c) In the event  Seller  elects or is deemed to have elected to
         take no action with  respect to any  specified  objection,  Buyer shall
         have until the later of the end of the  Feasibility  Period or five (5)
         business  days  thereafter to advise Escrow Agent and Seller in writing
         of  its  election  either  to  (a)  waive  such  previously   specified
         objection(s)   and  close  the  transaction   contemplated   hereby  in
         accordance with the remaining  provisions of this Agreement and without
         any  abatement or reduction  of the Purchase  Price,  or (b) cancel and
         terminate the Agreement.  Buyer's failure to give written notice within
         such period shall be deemed to constitute Buyer's election to waive its
         previously  specified  objections  with respect to those  matters as to
         which  Seller has  notified  or is deemed to have  notified  Buyer that
         Seller will take no action.

                (d) With  respect to those  matters  which  Seller has  notified
         Buyer that Seller will attempt to cause to be cured or  eliminated  (or
         insured  over with Buyer's  consent),  Seller shall have until five (5)
         business  days  prior  to the  Closing  (which  shall  be  extended  in
         accordance with the time periods herein) within which to accomplish the
         same;  provided,  however,  that if Seller  fails to do so within  said
         period,  or if Seller shall be unable  (other than due to its voluntary
         act after execution  
                                      -8-
<PAGE>
         hereof causing such disability) to convey title to the Property subject
         to and in  accordance  with the  provisions  of this  Agreement  at the
         Closing,  then Buyer,  as its sole and  exclusive  remedies,  may elect
         either to (i) waive such previously  specified  objection(s)  and close
         the  transaction  contemplated  hereby in accordance with the remaining
         provisions of this  Agreement and without any abatement or reduction of
         the Purchase  Price on account  thereof,  or (ii) cancel this Agreement
         and the Escrow,  said  election of remedies to be  evidenced by Buyer's
         giving  written notice thereof to each of Seller and Escrow Agent at or
         prior  to the  Closing.  Buyer's  failure  to give  written  notice  as
         required  by the  preceding  sentence  shall be  deemed  to  constitute
         Buyer's  election to waive its previously  specified  objection(s).  If
         Buyer elects to cancel,  this Agreement  shall become null and void and
         of no further  force or effect and neither party shall have any further
         rights or  obligations  to the  other  hereunder  or by reason  hereof,
         except for the provisions  hereof which are expressly stated to survive
         the termination of the Agreement.

                (e) Buyer  specifically  agrees that  nothing  herein  contained
         shall be deemed to impose on Seller any  obligation to bring any action
         or  proceedings,  expend any sums or take any other  steps of  whatever
         kind or  nature  in  order  to  insure  over,  remove  or cure  matters
         affecting  title or to  fulfill  any  condition  or expend  any  monies
         therefor  unless  Seller  voluntarily  impairs title to the Property or
         otherwise  voluntarily  causes such matter after execution hereof.  The
         acceptance of the Deed by Buyer shall not diminish  Sellers  warranties
         or any continuing obligation herein.

Section 4.      Operations Prior to Closing
                ---------------------------

         Seller  covenants  and  agrees  that  between  the date  hereof and the
Closing, Seller will:

      4.01 Continue to operate the Resort as  heretofore  operated in the normal
course of business and in accordance with its customary business practices.

      4.02 Perform required  maintenance and replacements in accordance with its
customary business practices.

      4.03 Afford Buyer and its representatives full access to the Resort and to
Seller's  books,  records  and  files  relating  to the  Resort,  and make  same
available  to  Buyer  whether  they  are  located  on or off  the  Property,  at
reasonable  times,  and without undue delay, up to and including the date of the
Closing.

      4.04 Pay, in the normal  course of business,  and, in any event,  prior to
Closing,  sums due for  work,  materials  or  services  furnished  or  otherwise
incurred in the  ownership  and  operation of the Resort up to and including the
date of Closing,  except as  otherwise  specifically  treated in the  adjustment
provisions  of this  Agreement.  Not prepay any material  item after the date of
this Agreement without the prior written consent of Buyer.

      4.05 Except for daily room rental  agreements  in the  ordinary  course of
business which are not discounted more than  twenty-five  percent (25%) from the
full "rack" rate, not enter into any new material  agreement,  nor renew, amend,
modify or  terminate  any  existing  material  agreement  relating to the Resort
without  having  obtained  the  prior  written  consent  of Buyer  in each  such
instance,  which  will  not  be  
                                      -9-
<PAGE>
unreasonably  withheld or delayed.  Material  agreements  will include,  without
limitation, airline and travel agent commitments,  automobile leases, or room or
other facility  commitments  which are discounted more than twenty-five  percent
(25%) from their full rates.

      4.06 Not grant or transfer or permit the grant or transfer of any interest
in the Resort or any item being sold  pursuant to this  Agreement,  or grant any
executory  rights in connection  therewith,  except for any items being replaced
with  comparable  items of equal or  greater  value in the  ordinary  course  of
business.

      4.07 Not discontinue compliance with governmental  requirements applicable
to the Resort.

      4.08  Promptly  advise Buyer of any  threatened  or actual  litigation  or
governmental investigation or proceeding affecting the Resort, its licenses, its
operation,  or those persons materially involved in its operation. It shall be a
condition  precedent to Buyer's  obligation to close that there shall be no such
matters  threatened  or pending at Closing  having a potential  significant  and
material  adverse  effect on the Resort or upon  Seller's  ability to convey the
Resort to Buyer.

      4.09 Not  permit  any  material  alteration,  structural  modification  or
additions to the Resort, except in the nature of ordinary maintenance.

      4.10 Except for daily room rental  agreements  in the  ordinary  course of
business,  not create (or agree to create) any contract,  grant, option,  lease,
covenant, restriction, easement, encumbrance or lien on or affecting the Resort,
nor do anything  negatively  affecting title thereto,  without the prior written
consent of Buyer.

      4.11 As a condition precedent to Buyer's obligation to close, Seller shall
have duly  performed all covenants and other  obligations  to be performed by it
under this Section 4.

Section 5.      The Closing
                -----------

      5.01  The  consummation  of this  transaction  by  recording  the  General
Warranty Deed in  accordance  with the  provisions  of the Agreement  shall take
place ten (10)  days (or as such time may be  extended  in  accordance  with the
specific  terms  of  this  Agreement)  after  the  date  of  expiration  of  the
Feasibility  Period or sooner at any time if  desired by Buyer upon two (2) days
written  notice by Buyer.  The date of such  recording  is  referred  to in this
Agreement as the "Closing" or the "Closing  Date".  At the Closing,  the parties
hereto agree to take the following acts and make the following  deliveries,  all
of which will be deemed taken and delivered  simultaneously  and no one of which
will be  deemed  completed  or  delivered  until  all  have  been  completed  or
delivered:

                (a) Seller  shall  execute,  acknowledge  (as  appropriate)  and
         deliver to Buyer and/or Escrow Agent the following documents:

                      (1)    A General  Warranty  Deed  in  the form attached as
         Exhibit "D";
                                      -10-
<PAGE>
                      (2) Any documents  or  affidavits  required to be filed or
         recorded therewith in connection with Nevada Law;

                      (3) A Bill of Sale in the form  attached  as Exhibit  "E",
         assigning and  transferring to Buyer all of Seller's  right,  title and
         interest  in and  to  the  Personal  Property,  Advertising  Materials,
         Ledgers, and the Plans and Specifications, including without limitation
         those items shown on Exhibit "C", free and clear of all claims,  liens,
         security  interests,  encumbrances  and other  charges,  except for the
         First Lien;

                      (4)  An   Assignment  of  Leases,   Contract   Rights  and
         Intangible  Assets in the form  attached as Exhibit "F", free and clear
         of all claims, liens, security interests, and other charges, except for
         the First Lien.  The  schedules to this  assignment  shall  include the
         Leases, Service Contracts, Ledgers, Plans and Specifications,  Contract
         Rights,  Intangible Assets,  Timeshare Operation items, Timeshare Paper
         and related security agreements, and Miscellaneous Items;

                      (5)  Assignments of Seller's  interest in all  automobiles
         and equipment lease-purchase  contracts, and appropriate title transfer
         documentation  properly  executed by Seller for all such items owned by
         Seller and used for the Resort,  free and clear of all  claims,  liens,
         security  interests,  encumbrances  and other  charges,  except for the
         First Lien;

                      (6) Certificate of Non-Foreign Status in the form attached
         hereto as Exhibit "I";

                      (7)  If  requested  by  Buyer,  the  resignations  of  all
         officers and directors of the Timeshare  Operation  owners  association
         who are  controlled  by  Seller,  and  corresponding  replacement  with
         persons controlled by Buyer;

                      (8) If  requested  by  Buyer,  an  assignment  of all  the
         developer's and "declarant's"  rights in the governing documents of the
         Timeshare Operations, in the form of Exhibit "J" attached hereto;

                      (9) Such other documents  required by this Agreement or as
         may  reasonably be required by Buyer,  its counsel,  or Escrow Agent in
         order to consummate  the  transactions  which are the subject matter of
         this Agreement; and

                      (10) An opinion of Seller's counsel.

                (b) At  Closing,  Buyer  shall  pay,  execute,  acknowledge  (as
         appropriate) and deliver to Seller and/or Escrow Agent the following:

                      (1)  The  Down  Payment,  in  cash  or  other  immediately
         available funds;

                      (2)    An assumption of the Loan Documents, if required;
                                      -11-
<PAGE>
                      (3) Such other documents  required by this Agreement or as
         may be reasonably  required by Seller, its counsel, or Escrow Agent, to
         consummate  the  transactions  which  are the  subject  matter  of this
         Agreement; and

                      (4) An opinion of Buyer's counsel.

                (c) At Closing,  the Escrow  Agent shall  record and deliver the
         foregoing documents as appropriate in connection with this Agreement.

Section 6.      Covenants, Representations and Warranties of Seller
                ---------------------------------------------------

         Seller represents  covenants and warrants to Buyer as following,  as of
the date hereof and as of the Closing:

      6.01 Seller are  corporations,  duly organized and validly  existing under
the laws of the State of Nevada.

      6.02  Seller  has the full  right and  authority  to enter  into and fully
perform its obligations under this Agreement,  subject to obtaining  shareholder
approval of the transaction contemplated hereby.

      6.03 The persons signing this Agreement on behalf of Seller are authorized
to do so and to bind Seller to the terms hereof.

      6.04 At the Closing,  Seller is the sole owner of the Resort, subject only
to the First Lien.

      6.05 The  schedule  of Leases set forth in  Exhibit  "M"  attached  hereto
("Schedule  of  Leases") is  accurate  as of the date  hereof,  and there are no
Leases or other tenancies in or related to the Resort other than those set forth
therein  and room  rentals in the  ordinary  course of  business.  Copies of all
Leases will be provided to Buyer during the Feasibility  Period and all original
Leases shall be delivered to Buyer at Closing.  Except as otherwise set forth in
the Schedule of Leases or elsewhere in this Agreement,  all of the Leases are in
full force and effect, and none of them has been modified,  amended or extended.
Moreover,  Seller has no knowledge of any material  breach or default,  claim of
material  breach or default  thereunder,  or any event which with the passage of
time will become a breach or default,  and has received no written notice of any
of the foregoing thereunder.

      6.06 A schedule  of the  Service  Contracts,  oral or written  (indicating
which),  is attached  hereto as Exhibit "N"  ("Schedule of Service  Contracts").
Except as otherwise set forth in the Schedule of Service  Contracts or elsewhere
in this Agreement,  the Service Contracts are in full force and effect, and have
not been modified, amended or extended. Moreover, Seller has no knowledge of any
material breach or default,  claim of material breach or default thereunder,  or
any event which with the passage of time will become a breach or default. Copies
of all Service Contracts will be provided to Buyer during the Feasibility Period
and the  originals  shall be delivered to Buyer at Closing.  Except as stated on
the Exhibit,  all Service  Contracts may be canceled  immediately upon notice of
same, without penalty or charge.
                                      -12-
<PAGE>
      6.07 A Permanent Certificate(s) of Occupancy for the Improvements has been
issued by the appropriate  governmental  authorities and has not been amended or
revoked and a copy will be delivered to Buyer during the Feasibility Period. The
Resort is located within the boundaries of the City of Las Vegas, Nevada.

      6.08 Except as set forth in Exhibit "O" attached hereto,  the Property and
Improvements are, to the best of Seller's knowledge,  in substantial  compliance
with the zoning and use requirements of applicable governmental entities. Seller
has received no correspondence or formal notice from any governmental  authority
of any existing  violation,  which has not been cured,  or of any  circumstances
that with the passage of time or failure to act,  or both,  would  constitute  a
violation of any applicable zoning or use requirement.

      6.09  To  the  best  of  Seller's  knowledge,   there  is  no  pending  or
contemplated  condemnation  of the  Property  or  Improvements,  or any  portion
thereof,  by any governmental  authority,  nor is there any existing or proposed
plan to widen,  modify or realign any  street,  alley or roadway  adjoining  the
Property which would affect access to or use of the Property.

      6.10 To the best of Seller's knowledge, and except as qualified by Exhibit
"P"  attached  hereto,  and in related  documents  set forth on the  Exhibit and
provided  to Buyer at least  ten (10) days  prior to the end of the  Feasibility
Period, sewage and waste disposal systems and utility and telephone services now
serving the Property and the Improvements are adequate for the present operation
of the Resort.

      6.11 Except as set forth in Exhibit "P"  attached  hereto,  and in related
documents  set forth on the Exhibit and provided to Buyer at least ten (10) days
prior to the end of the  Feasibility  Period,  Seller has not received notice of
any  uncured   violations  or  infringements  of  any  laws  (including  without
limitation  gaming laws and laws  related to the  Timeshare  Operation),  rules,
regulations,  ordinances,  fire  or  safety  codes,  life  safety  requirements,
insurance requirements,  covenants, conditions,  restrictions (including without
limitation  those  relating  to  the  Timeshare   Operation  on  the  Property),
trademark,  service  mark  or  tradename  registrations,  agreements  or  rights
applicable to the Resort, and, to the best of Seller's knowledge,  the Resort as
customarily,  and  presently,  operated is in  substantial  compliance  with all
applicable laws, rules and regulations.

      6.12 Except as set forth in Exhibit "P"  attached  hereto,  and in related
documents set forth on this Exhibit and provided to Buyer at least ten (10) days
prior to the end of the Feasibility Period, to the best of Seller's knowledge:

                (a)  There  are not  presently,  and  have  been  no,  above  or
         underground  storage  tanks,  dry wells,  injection  wells,  or similar
         facilities, PCB transformers, asbestos or Hazardous Material located on
         the Resort.

                (b)  No  notice  pursuant  to any  Environmental  Law  has  been
         received  from,  given to, or is  presently  due to,  any  governmental
         authority pursuant to such Environmental Law.

                (c) There are not presently,  and have  been  no,  violations on
         or by the Resort of any Environmental Law.
                                      -13-
<PAGE>
                (d) The Resort is not presently,  and has not been, used for the
         manufacture,  collection, storage, handling, treatment or processing of
         any Hazardous Material, nor as a sanitary landfill or open dump, except
         for normal  quantities  of customary  products used in the operation of
         the Resort.

                (e) There is not presently, and has not been, any spill, leakage
         or release of any Hazardous Material on or into the soil, water or air,
         on or at the  Resort  or at any real  property  within  one mile of the
         boundaries of the Resort.

                (f) The  Resort is not a state or  federal  "superfund"  site or
         study site pursuant to Environmental Law.

                (g) Seller agrees to defend,  indemnify and hold Buyer  harmless
         from all loss,  cost,  damage and expense arising out of any alleged or
         actual  violation of, or liability under,  any  Environmental  Law, for
         events and conditions  occurring on or to the Resort by act or omission
         to act of Seller or any person on the Resort property during the period
         on and prior to the Closing  Date.  This  indemnity  does not limit any
         statutory  or other legal rights  available  to Buyer.  Buyer agrees to
         defend,  indemnify and hold Seller harmless from all loss, cost, damage
         and  expense  arising  out of any  alleged or actual  violation  of, or
         liability  under,  any  Environmental  Law,  for events and  conditions
         occurring on or to the Resort by act or omission to act of Buyer or any
         person on the Resort property during the period after the Closing Date.

                (h) "Environmental Law" means, in relation to the Resort and its
         operations,  any applicable federal, state, county,  municipal or other
         political  subdivision or district,  statute,  law,  rule,  regulation,
         code, ordinance, or decree relating to health, environment, air, water,
         soil,  improvements  and  facilities,  the  protection of same, and the
         contamination and cleanup thereof.

                (i) "Hazardous  Material" means any hazardous waste,  materials,
         gases, liquids, substances,  improvements or other items defined in any
         Environmental  Law  and  regulated  thereunder  or  by  any  applicable
         governmental  authority  pursuant  thereto,  including any notification
         requirements thereunder to governmental authorities.

      6.13 To the best of Seller's knowledge, and except as set forth on Exhibit
"K" attached hereto, no claims, actions, suits, proceedings or investigations by
governmental  authorities,  employees or former employees or other third parties
are pending or threatened  against or relating to the Resort or its operation in
writing  or in any  court or  before  any  federal,  state,  municipal  or other
governmental department, agency, commission, board or bureau.

      6.14 Except as may be set forth on the Title  Report,  and further  except
for current property taxes and current assessments,  not delinquent,  Seller has
no knowledge of any delinquent tax,  assessment,  or other obligation  affecting
the Resort which is, or may become, a lien on the Resort.
                                      -14-
<PAGE>
      6.15  Seller  has  delivered  to  Buyer  financial  statements,  including
statements  of income  and  expenses  dated  _______________________________(the
"Financial Statements") for Seller prepared by KPMG Peat Marwick. To the best of
Seller's knowledge the Financial  Statements are true, correct,  and complete as
of the date thereof and fairly  present the  financial  operations of the Resort
for  the  periods  stated.  Seller  makes  no  representation  as to the  future
financial performance of the Resort.

      6.16 A full and  complete  schedule of  liabilities  related to the Resort
which are to be assumed by Buyer pursuant to this  Agreement is attached  hereto
as Exhibit "L" ("Existing Liabilities"). The Existing Liabilities to the best of
Seller's  knowledge are true and correct as to nature and amount.  Seller hereby
agrees to  defend,  indemnify  and hold  Buyer  harmless  from any sums owing on
liabilities  of the  Seller  existing  on the  Closing  Date not set forth as an
Existing Liability on Exhibit "L".

      6.17  Seller  is  not  prohibited   from   consummating   the  transaction
contemplated  by this  Agreement  or  from  conveying  the  Resort  by any  law,
regulation,   agreement,   instrument,   restriction,   order  or  judgment.  No
permission, approval or consent by any third party or governmental authority, or
any  individual  or entity  connected  with Seller  (other than that of Seller's
shareholders)  is  required  in order  for  Seller to  convey  the  Resort or to
consummate the transaction contemplated by this Agreement.

      6.18  Seller  has paid in full for all labor  performed  at,  professional
services performed in respect to, and materials,  machinery,  fixtures and tools
delivered  to,  furnished  to or  incorporated  into the  Resort or which  would
otherwise  give  rise to a lien or a right to lien the  Resort,  except  for the
First Lien.

      6.19 The Loan  Documents  are not in  default,  nor is there any  existing
condition  which  would  cause a  default  with the mere  passage  of time.  The
principal  balance and interest due on the Loan  Documents  does not exceed Five
Million One Hundred Thousand Dollars  ($5,100,000.00).  No additional  principal
has been advanced or accepted pursuant to the Loan Documents.

      6.20 All employees of and at the Resort,  including without limitation its
managers,  are  employees-at-will and may legally be discharged without cause at
any time, including  immediately before Closing,  without liability to the Buyer
or liability to the Resort. If requested by Buyer, Seller will, in writing, give
notice to and discharge all employees of the Resort, effective immediately prior
to Closing,  and not do anything to interfere  with any  immediate  rehire after
Closing of same or all of such employees.  Prior to any such events, Seller will
not encourage,  support or entice in any way, any satisfactory employee to leave
the employ of the Resort.

      6.21  Except as set forth on Exhibit  "P"  attached  hereto and for normal
wear and tear, the Resort, including the buildings, systems, furniture, fixtures
and equipment, are in good condition and repair.

      6.22 All licenses and permits necessary to the operation of the Resort are
current and in good standing.

      6.23 Seller holds, in good standing, current alcoholic beverage license(s)
from the  appropriate  governmental  liquor  authorities in connection  with the
operation of the Resort.
                                      -15-
<PAGE>
      6.24 Up to the Closing Date, the Resort's  equipment and  facilities  have
been adequate to serve its customers during peak demand periods.

      6.25  Except as set forth on Exhibit  "P"  attached  hereto,  there are no
delinquent taxes,  assessments,  salaries,  wages,  contract payments,  supplier
payments,  or any other  delinquent  payments  of any kind or nature  owing from
Seller or the Resort and  relating to the Resort,  its  employees,  contractors,
governmental authorities,  or any other person or entity dealing with the Resort
and its operation.  Any such  delinquent  payments listed on Exhibit "P" will be
paid by Seller at Closing from the Closing funds through the Escrow Agent.

      6.26 Attached  hereto as Exhibit "U" is a schedule of all  commitments and
reservations for "free" rooms and rooms or other facilities discounted more than
twenty-five percent (25%) from the full rate therefor,  for any period after the
sixtieth (60th) day following the date of this Agreement.

      6.27 The  Timeshare  Operation  has been  operated  continuously  from its
inception  to the present in  compliance  with all laws,  rules and  regulations
applicable thereto,  including without limitation the sales connected therewith,
and there has been no  misrepresentation to purchasers or failure of performance
in connection with any  representation  or written  obligation to any purchaser,
except for tenth (10th)  floor (of the Resort)  furnishings  represented  to the
timeshare  purchasers.  An accurate  list of (i) those  furnishings,  (ii) their
brand and  purchase  source,  and (iii)  their cost is set forth on Exhibit  "V"
attached hereto,  and such furnishings will properly fulfill the obligations to,
and representations made to, the timeshare purchasers. Also shown on Exhibit "V"
is an accurate  schedule of all Resort  timeshare  purchasers  (i) whose  owners
association  dues have been waived and the period of such waiver or (ii) who are
delinquent in the payment of such dues, for how long and the amount of each such
delinquency.

      6.28 Seller agrees to inform Buyer in writing  immediately  upon obtaining
actual  knowledge  that  any  of  Seller's  representations  or  warranties  are
inaccurate.

      6.29 It shall be a condition precedent to Buyer's obligation to close this
transaction  that Seller's  covenants,  representations  and  warranties in this
Agreement be fully  performed and true and accurate as of the Closing,  and that
the  lender  will  allow  Buyer  to  assume  the  First  Lien  without  material
modification thereof and without any substantial charge or fee to Buyer.

      6.30  "To the best of  Seller's  knowledge"  or  references  to  "Seller's
knowledge"  in this  Section  6 means  any  written  notice  received  by Seller
relating to a  representation  and  warranty  matter  herein,  and the  personal
knowledge of: Todd Fisher;  the general managers of each of the Resort's:  hotel
operation, casino operation, maintenance operation, food and beverage operation,
entertainment/museum  operation and housekeeping  operation;  David Crabtree and
Debbie Reynolds.

      6.31 Seller agrees to defend,  indemnify and hold Buyer  harmless from all
loss, cost, damage and expense arising from any breach of, or inaccuracy in, the
covenants,  representations and warranties of Seller in this Agreement. Further,
except for liability  expressly  assumed by Buyer  pursuant to the terms hereof,
Seller shall defend,  indemnify  and hold Buyer  harmless from any and all loss,
cost, damage,  
                                      -16-
<PAGE>
expense and liability to third parties arising out of the Resort,  its condition
and operation (including without limitation the Timeshare  Operation),  and acts
or omissions by Seller, on or prior to the Closing Date.

      6.32 No investigation  by, or knowledge of Buyer,  shall diminish Seller's
indemnities herein or Seller's covenants, representations and warranties.

Section 7.      Covenants, Representations and Warranties of Buyer
                --------------------------------------------------
           
      Buyer covenants, represents and warrants to Seller as follows:

      7.01 Buyer is a corporation  duly organized and in good standing under the
laws of the State of Arizona.

      7.02  Buyer  has the full  right  and  authority  to enter  into and fully
perform its obligations under this Agreement.

      7.03 The persons  signing this Agreement on behalf of Buyer are authorized
to do so, and to bind Buyer to the terms hereof.

      7.04 Buyer  shall  assume  all of the  Existing  Liabilities,  as shown on
Exhibit "L" attached hereto, and shall pay when due all items appearing thereon.

      7.05 Buyer shall defend,  indemnify and hold Seller  harmless from any and
all liability to third parties  arising out of,  connected to or resulting from,
any act, transaction, or omission of Buyer occurring after the Closing Date with
respect to the Resort, its condition or the operation thereof, provided however,
that  such  indemnification  shall  not  (except  as  may  be  otherwise  herein
specifically  provided) extend to any cost,  expense or liability arising out of
Seller's  indemnifications and warranties or any omission or act of Seller on or
prior to the Closing Date.

      7.06 As of the Closing Date,  Buyer has inspected the Resort and the books
and  records  of the  Resort  and has made all  other  inquiries  which it deems
necessary to satisfy itself as to the condition and the operation of the Resort,
and agrees to accept  possession of the Resort in its "as is" condition,  except
for the express covenants, representations and warranties of Seller contained in
this Agreement.

      7.07  Buyer  accepts  Seller's  assignment  to it of all  Leases,  Service
Contracts and Contract Rights contained in Exhibit "F" related to the Resort and
assumes all obligations of Seller thereunder arising after the Closing Date.

      7.08 If Buyer assigns its interest in this  Agreement to a nominee,  Buyer
shall  guarantee the prompt payment and full  performance of the nominee in form
approved by Seller.

      7.09 Buyer agrees to inform Seller in writing  immediately  upon obtaining
actual knowledge that any of Buyer's  representations  or warranties  herein are
inaccurate.
                                      -17-
<PAGE>
      7.10 The execution and delivery of this Agreement and the  consummation of
the  transactions  contemplated  hereby will not violate  any  provision  of, or
result in the  breach of, any of the terms,  provisions,  or  conditions  of, or
constitute a default under or conflict  with respect to, any other  agreement by
which Buyer is bound.

      7.11 The Shares of common stock  described in paragraph  2.01(c) above are
authorized  but  unissued  stock of Buyer,  and Buyer  will  deliver or issue to
Seller  the  Shares  free  and  clear  of  all  liens,  encumbrances,   security
agreements,  options, claims, charges and restrictions (except as may be imposed
by Rule 144 or other  state or  federal  securities  laws)  and  fully  paid and
non-assessable.

      7.12 The  Financial  Statements  delivered to Seller have been prepared in
accordance with generally accepted accounting principles, and fairly present the
financial position of Buyer as of the respective dates thereof,  and the results
of its operations for the period(s) indicated.

      7.13  To  the  best  of  Buyer's  knowledge,  there  is no  suit,  action,
arbitration,  or legal,  administrative,  or other  proceeding,  or governmental
investigation pending or threatened against or affecting Buyer which if resolved
adversely  to  Buyer  would  have a  material  adverse  affect  on  Buyer or its
business, assets, or financial condition.

      7.14 It shall be a condition  precedent  to Seller's  obligation  to close
this transaction that Buyer's covenants,  representations and warranties in this
Agreement be fully performed and true and accurate as of the Closing.

Section 8      Title Insurance
               ---------------

      8.01  Seller  agrees to cause  Escrow  Agent to deliver  to Buyer,  at the
Closing,  an ALTA extended  coverage owners title insurance  policy or a binding
commitment  to issue the same as soon  after the  Closing as is  customary  (the
"Owners Title Policy") insuring Buyer's title to the Property in the full amount
of the Purchase  Price subject only to those matters which Buyer  approves or is
deemed  to have  approved  pursuant  to  Section  3.06  hereof  and the  printed
exclusions and  conditions and customary  exceptions set forth in Escrow Agent's
usual form of ALTA extended  coverage  owners title insurance  policy.  If Buyer
shall desire any additional  endorsements,  the cost and  responsibility for the
acquisition thereof shall be the responsibility of the Buyer.

      8.02 Any  lender's  title  policy  required  by the First  Lien  lender at
Closing shall be Buyer's responsibility.

Section 9      Hotel Facilities Lease
               ----------------------

      9.01  Immediately  after  Closing,  Buyer will lease certain of the Resort
facilities  to Debbie  Reynolds  and/or her nominee  ("Lessee")  pursuant to the
lease to be attached hereto as Exhibit "Q"( the "Hotel Facilities Lease"), which
will be executed and delivered by said at Closing.
                                      -18-
<PAGE>
                      9.02  In  general,  the  lease  will  be for a  period  of
         ninety-nine  (99) years with an  approximate  monthly  lease payment of
         $150,000 and will include the following facilities:  showroom,  museum,
         gift shop,  casino,  back bar and certain joint use areas.  Lessee will
         maintain  such  facilities,  plus the  marquis  sign  and the  portable
         display  signs  around the Resort,  and Lessee  will share  prorata the
         Resort's utilities,  security and engineering.  In addition,  the lease
         will provide for a license of the tradename  "Debbie  Reynolds  Hotel &
         Casino" and all derivatives thereof,  and all other logos,  trademarks,
         tradedress   and  tradenames   used  in  connection   with  the  Resort
         (collectively  "Names and Marks").  Said  license will be  transferable
         with the Resort if approved by Debbie Reynolds, which approval will not
         be  unreasonably  withheld  so long  as the  transferee  meets  certain
         conditions  to be defined in the lease.  In the event said  approval is
         not given, then the lease of facilities may be terminated by Seller;

      9.03 The above is  illustrative  only,  and the  final  terms of the Hotel
Facilities Lease shall be controlling.

Section 10      Certain Other Agreements
                ------------------------

     10.01 In consideration  for the use of her name and likeness and associated
goodwill  and  other  services,   Debbie  Reynolds  will  personally  receive  a
percentage  of the net profit of any  timeshare  project at the  Resort,  as set
forth in the "Timeshare Profit Agreement"  attached hereto as Exhibit "R", to be
executed and delivered at Closing.

     10.02 A life insurance policy  acceptable to Buyer on Debbie Reynolds' life
in the  amount  of  $10,000,000  will be  assigned  by  Seller to Buyer and made
payable to Buyer and delivered to Buyer at Closing.

     10.03 On a per project basis,  timely,  good faith  negotiations  will take
place at either  party's  request to place Debbie  Reynolds  memorabilia  and/or
Debbie Reynolds museum displays at other ILX Incorporated locations.

     10.04  Seller will cause the  "Debbie  Reynolds  Participation  Agreement",
attached  hereto as Exhibit "S",  wherein Ms.  Reynolds  agrees to personally be
present,  cooperate in and  participate  in the future  activities of the Resort
(including  without  limitation the hotel and casino) and other ILX Incorporated
business   activities   (including   without   limitation  Red  Rock  Collection
Incorporated)  and allow for the use of her name and likeness,  to be personally
executed by Ms. Reynolds and delivered to Buyer at Closing.

     10.05 As  additional  consideration  to Buyer and as a condition to Buyer's
obligations to consummate the transactions hereunder, Debbie Reynolds shall have
entered into a merger agreement and related promotional  agreements with Buyer's
wholly-owned subsidiary, Red Rock Collection Incorporated.

     10.06 With  reference to this Agreement and the specific terms of paragraph
17.13 concerning the timing of exhibit  preparation,  both parties will commence
immediately,   diligently  and   continuously  to  complete  all  remaining  due
diligence,  complete  any  and  all  necessary  corporate  action,  procure  any
                                      -19-
<PAGE>
necessary  government  approvals,  and negotiate the  definitive  exhibits to be
attached hereto, with the goal of Closing prior to the end of 1996.

     10.07 Without modifying any other term of this Agreement,  Closing shall be
conditional on the  procurement of all required  governmental  approvals for the
transactions and activities  contemplated by this Agreement and its exhibits and
the  consummation  to Buyer's  sole and  exclusive  satisfaction  of the matters
described in Section 9 above and this Section 10.

     10.08 If Seller is unable to procure the  required  governmental  approvals
for  its  activities   contemplated  pursuant  to  the  Hotel  Facilities  Lease
(including  without  limitation the  appropriate  gaming licenses for the casino
operation)  within six (6) months  after the date of  Closing,  then Buyer shall
have no further obligations under the Hotel Facilities Lease with respect to the
casino  operation  and Buyer  shall have the right to operate  the casino in its
name.

Section 11      Broker
                ------

          Seller and Buyer hereby  covenant and agree that each shall  indemnify
and defend the other against any costs, claims or expenses, including attorneys'
fees, arising out of any real estate or other brokerage contract executed by, or
similar activities engaged in by, the indemnifying  party. The obligations under
this paragraph shall survive the Closing or, if the Closing does not occur,  the
termination of this Agreement.

Section 12      Notices
                -------

     12.01 All  notices  under this  Agreement  shall be in writing and shall be
effective  when  addressed to the person(s) and  address(es) as set forth below,
and either:

                (a)  Delivered to the  address(es)  by United  States Mail or an
         established,  reputable  overnight  courier such as Federal  Express or
         UPS;

                (b) Delivered by other  messenger to an appropriate  employee at
         such address(es); or

                (c) Received at the telefacsimile number(s) shown below.

     12.02 Proof of delivery or receipt is the obligation of the sender. Refusal
of delivery shall constitute delivery.

     12.03 Addresses and telephone numbers:

                If to Buyer:
                ------------

                Joseph P. Martori, Chairman
                ILX Incorporated
                2777 East Camelback Road
                                      -20-
<PAGE>
                Phoenix, Arizona 85016
                Telefacsimile:  602-957-2780
                Telephone:  602-957-2777

                with a required copy to:
                       --------

                Samuel L. Ciatu, General Counsel
                ILX Incorporated
                2777 East Camelback Road
                Phoenix, Arizona 85016
                Telefacsimile:  602-957-2780
                Telephone:  602-957-2777

                and with a required copy to:
                           --------

                Elliot R. Eisner, Esq.
                Kummer Kaempfer Bonner & Renshaw
                3800 Howard Hughes Pkwy.
                Suite 700
                Las Vegas, NV 89109
                Telefacsimile:  702-796-7181
                Telephone:  702-792-7000

                If to Seller:
                -------------

                Todd Fisher, Chief Executive Officer
                Debbie Reynolds Hotel & Casino, Inc.
                305 Convention Center Drive
                Las Vegas, Nevada 89109
                Telefacsimile:  702-734-2954
                Telephone:  702-734-0711

                with a required copy to:
                       --------

                David Crabtree,
                Debbie Reynolds Hotel & Casino, Inc.
                305 Convention Center Drive
                Las Vegas, Nevada 89109
                Telefacsimile:  702-734-2954
                Telephone:  702-734-0711
                                      -21-
<PAGE>
                with a required copy to:
                       --------

                Matthew Q. Callister
                Callister & Reynolds
                823 Las Vegas Blvd. South
                Las Vegas, Nevada 89101
                Telefacsimile:  702-385-7743
                Telephone:  702-385-3343

                If to Escrow Agent:
                -------------------

                ------------------------------

                ------------------------------

                ------------------------------

                ------------------------------
                Telefacsimile:
                ------------------------------
                Telephone:
                ------------------------------

                with a required copy to:
                       --------

                ------------------------------

                ------------------------------

                ------------------------------

                ------------------------------
                Telefacsimile:
                ------------------------------
                Telephone:
                ------------------------------

Section 13      Survival   of   Representations,   Warranties,   Covenants,  and
                ----------------------------------------------------------------
                Obligations
                -----------

          Except as may be otherwise  specifically  provided in this  Agreement,
all representations, warranties, covenants, indemnities, or other obligations of
both  parties set forth in this  Agreement  shall not be merged into the deed to
Buyer or into any other document  relating to the  transaction  contemplated  by
this Agreement, but shall survive the Closing for a period of three (3) years.
                                      -22-
<PAGE>
Section 14      Uniform Commercial Code - Bulk Transfer
                ---------------------------------------

     14.01 The parties  believe that this sale is exempt from the application of
the Uniform  Commercial Code bulk sale law as it does not involve a seller whose
principal  business is the sale of inventory  from stock,  but involves a resort
hotel the business of which is principally the sale of services.

     14.02 To the extent such provisions may apply,  unless otherwise  requested
by a party prior to the end of the Feasibility Period, Buyer and Seller agree to
waive compliance,  as between  themselves,  with the Bulk Sale provisions of the
Uniform Commercial Code as it may be in force in the State of Nevada.

Section 15      Risk of Loss
                ------------

     15.01 In the event of any damage or loss to all or any substantial  portion
of the Property due to casualty or the  occurrence of a suit for a taking of any
portion thereof by governmental or  quasi-governmental  authority after the date
hereof  and prior to the  Closing  Date,  Buyer may,  as its sole and  exclusive
remedy,  by written  notice given to each of Seller and Escrow Agent on or prior
to the Closing Date, elect either to (i) cancel and terminate this Agreement and
the Escrow, or (ii) receive,  by assignment from Seller,  all insurance proceeds
and/or condemnation  awards, if any, received and/or to be received by Seller as
a result of such  casualty or taking (in which case the parties shall proceed to
consummate  the  transaction  without any  resulting  adjustment of the Purchase
Price).

Section 16      Cancellation and Termination:  Remedies for Failure to Close
                ------------------------------------------------------------

     16.01  Wherever  this  Agreement  provides  that upon the  occurrence  of a
condition other than breach or default,  one of the parties hereto may elect, or
has the right,  to "cancel and terminate" the Agreement,  that phrase shall mean
that, unless otherwise herein provided, written notice thereof shall be given to
both Escrow Agent and the other party, and then this Agreement shall immediately
become null and void and of no further  force or effect and neither  party shall
have any  further  rights or  obligations  to the other  hereunder  or by reason
hereof except for those which by the provisions  hereof are expressly  stated to
survive any  termination of this  Agreement.  If the notice is one of default or
breach and the matter  stated in said notice is not cured,  corrected or removed
within three (3) days after the date of receipt of the aforesaid  written notice
(Seller and Buyer hereby waiving the "13 day" provision contained in any printed
form escrow  instructions),  then,  unless a different time period and result is
specifically  stated in this Agreement,  the notice may state cancellation shall
then occur and this Agreement shall automatically become null and void and of no
further  force or effect and  neither  party  shall have any  further  rights or
obligations to the other hereunder or by reason hereof except for those which by
the provisions  hereof are expressly  stated to survive any  termination of this
Agreement.

     16.02 If Buyer  shall  breach  or fail to  perform  or  fulfill  any of its
pre-Closing or Closing obligations hereunder,  then, provided that Seller is not
then in default  hereunder,  Seller may elect to cancel this Agreement by notice
as  provided  above,  or Seller may  exercise  any and all other  remedies  then
available to it at law or in equity (including without limitation  bringing suit
for  damages,  specific  performance  or any  other  relief  to  which it may be
entitled).
                                      -23-
<PAGE>
     16.03 If Seller  shall  breach or fail to  perform  or  fulfill  any of its
pre-Closing or Closing obligations  hereunder,  then, provided that Buyer is not
then in default hereunder, Buyer may elect to cancel this Agreement by notice as
provided  above, or Buyer may exercise any and all other remedies then available
to it at law or in  equity  (including  without  limitation  bringing  suit  for
damages, specific performance or any other relief to which it may be entitled).

Section 17      Miscellaneous Provisions
                ------------------------

     17.01 This Agreement and the various other documents required hereby embody
and constitute the entire understanding  between the parties with respect to the
transaction  contemplated  herein,  and all  prior  agreements,  understandings,
representations and statements, oral or written, are merged into this Agreement.
Neither  this  Agreement  nor any  provision  hereof  may be  waived,  modified,
amended,  discharged or terminated  except by an instrument  signed by the party
against whom the enforcement of such waiver, modification,  amendment, discharge
or  termination  is  sought,  and  then  only to the  extent  set  forth in such
instrument.

     17.02 This  Agreement  shall be governed by, and  construed  in  accordance
with, the law of the State of Nevada.

     17.03 The section and paragraph headings in this Agreement are inserted for
convenience of reference only and in no way define,  describe,  limit, expand or
modify  the text,  scope or intent of this  Agreement  or any of the  provisions
hereof.

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

     17.05  This  Agreement  shall not be binding or  effective  until  properly
executed by both Seller and Buyer.

     17.06 As used in this  Agreement,  the masculine shall include the feminine
and neuter,  the singular  shall include the plural and the plural shall include
the singular, or vice-versa, all as the context may require.

     17.07 Nothing in this Agreement,  express or implied, is intended to confer
any rights or remedies whatsoever upon any person, other than the parties hereto
and their respective successors, assigns and transferees.

     17.08 Unless provided to the contrary in any particular provision, all time
periods shall refer to calendar  days and shall expire at 5:00 p.m.,  Las Vegas,
Nevada time, on the last of such days; provided,  however,  that if the time for
the  performance  of any  obligation  expires on a day other than a business day
(any day other than a Saturday,  Sunday or State of Arizona,  State of Nevada or
federal paid legal holiday),  the time for performance  shall be extended to the
next  succeeding  day  which  is a  business  day.  Subject  to  the  foregoing,
timeliness  is the  essence of this  Agreement  and of every term and  provision
hereof.
                                      -24-
<PAGE>
     17.09 Seller and Buyer hereby acknowledge that this Agreement is the result
of  continual  and ongoing  negotiation  between the  parties.  All parties have
arrived at this Agreement through the exercise of equal bargaining power and any
ambiguities  herein should be construed  against  neither  party,  but should be
given a fair and reasonable interpretation.

     17.10 If either  Seller or Buyer shall  bring any legal  action or suit for
any relief  against the other,  declaratory  or  otherwise,  arising out of this
Agreement,  the losing party shall pay the successful party a reasonable sum for
its  attorney's  fees,  expenses,  discovery  costs and court costs as the court
sitting without a jury shall  determine.  Any party seeking to be indemnified or
held  harmless  by the other  under the terms of this  Agreement  shall  provide
notice to the indemnifying party of receipt of any indemnified claim or cause of
action,  and the  indemnifying  party  shall  have the  option of joining in the
defense of such claim or cause of action.

     17.11 Buyer and Seller shall each provide the other prior to the end of the
Feasibility   Period  with   appropriate   resolutions  in  form  and  substance
authorizing  the respective  entities by and through their agents or officers to
enter into and execute this  Agreement and the collateral  documents  associated
herewith.

     17.12 Neither Buyer nor Seller will make any public announcement concerning
the transactions contemplated hereby without the review, comment and approval of
the other, which review and comment will be promptly provided and which approval
will not  ultimately  be withheld so long as no securities  law violation  would
occur as a result of such announcement.

     17.13  Set  forth  in  Exhibit  "A" is a list of any  and  all  amendments,
schedules,  riders,  and other items which are attached hereto but which are not
listed elsewhere herein. All exhibits, schedules, riders or other items attached
to  this  Agreement  are a part  of and  incorporated  by  reference  into  this
Agreement  with the same effect as if they were recited at length in the body of
this  Agreement.  Exhibits C, G, K, L, M, N, O, P, T, U, V and the  schedules to
Exhibit F are to be  prepared  initially  by  Seller.  Seller  will use its best
reasonable  efforts to prepare,  complete and deliver same to Buyer prior to the
end of the thirtieth (30th) day after the date of this Agreement, failing which,
the Feasibility  Period shall be extended to the date thirty (30) days after the
date the last of the  foregoing  completed  exhibits is delivered to Buyer.  The
parties  will use their best good  faith,  reasonable  efforts to agree upon the
form  of the  remaining  exhibits  to  this  Agreement  as  soon  as  reasonably
practicable,  and in no event  later  than ten (10) days prior to the end of the
Feasibility  Period,  failing which,  after the end of the  Feasibility  Period,
either  party  may  cancel  this  Agreement  prior  to the  occurrence  of  such
Agreement.

     17.14 This Agreement may be executed in counterparts and all signature (and
any  notary)  pages  may be  attached  to a  single  document.  A  telefacsimile
signature  shall  be  valid  as an  original  signature  and  it  shall  be  the
responsibility  of the party (or its agent) telefaxing same to preserve the page
containing the original  signature for inspection  until the receiving  party is
subsequently  supplied with an identical page containing an original  signature,
which shall occur within seven (7) days after the date of such telefacsimile.
                                      -25-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                     BUYER:            ILX INCORPORATED, an Arizona corporation


                                       By: /s/ Joseph P. Martori 
                                           -------------------------------------
                                           Joseph P. Martori, Chairman


                     SELLER:           DEBBIE REYNOLDS HOTEL & CASINO, INC.,
                                       a Nevada corporation


                                       By: /s/ Todd Fisher
                                           -------------------------------------
                                           Todd Fisher, Chief Executive Officer


                                       DEBBIE REYNOLDS RESORTS, INC.,
                                       a Nevada corporation


                                       By: /s/ Todd Fisher
                                           -------------------------------------
                                           Todd Fisher, Chief Executive Officer



          Escrow Agent hereby  acknowledges its receipt of a fully executed copy
of this  Agreement and agrees to perform the functions  assigned to Escrow Agent
hereunder.  Escrow Agent,  as the party  responsible for closing the transaction
contemplated hereby within the meaning of Section  6045(e)(2)(A) of the Internal
Revenue  Code of 1986,  as  amended  (the  "Code"),  further  agrees to file all
necessary information reports,  returns and statements regarding the transaction
required by the Code of such closing agent,  including,  but not limited to, the
reports required pursuant to Section 6045 of the Code.


                        ESCROW AGENT:   
                                             -----------------------------------


                                       By:
                                             -----------------------------------

                                             Its:
                                                 -------------------------------
                                      -26-
<PAGE>
                                TABLE OF EXHIBITS

Exhibit                                 Title
-------                                 -----

    A             Riders, Amendments and Miscellaneous Items

    B             Description of Real Property

    C             Schedules of Personal Property

    D             Deed

    E             Bill of Sale

    F             Assignment of Leases, Contract Rights and Intangible Assets

    G             Loan Documents - First Lien

    H             Allocations

    I             Certificate of Non-Foreign Status

    J             Assignment of Declarant's Rights

    K             Suits, Proceedings, Investigations and Claims

    K-1           Claims Not Assigned

    L             Existing Liabilities to be Assumed by Buyer

    M             Schedule of Leases

    N             Schedule of Service Contracts

    O             Summary of Existing Zoning and Use Violations

    P             Summary of Certain Problems

    Q             Hotel Facilities Lease

    R             Timeshare Profit Agreement

    S             Debbie Reynolds Participation Agreement

    T             Items Excluded from the Sale

    U             Discounted Room and Facility Commitments

    V             Timeshare Operation Items
                                      -27-