AMENDED AND RESTATED

                                 PROMISSORY NOTE
                                 ---------------


                                                                Phoenix, Arizona
                                                         As of September 7, 1996
         $2,193,627.46


         FOR VALUE  RECEIVED,  ILX  INCORPORATED  (f/k/a  International  Leisure
Enterprises  Incorporated),  an Arizona  Corporation  (the  "Undersigned" or the
"Borrower"),  promises to pay in lawful  monies of the United States of America,
to the order of TAMMAC FINANCIAL  CORP.,  having its principal office located at
100 Commerce Boulevard,  Wilkes-Barre,  PA 18702 (hereinafter referred to as the
"Lender") or at such place as Lender may from time to time designate in writing,
the principal sum of Two Million One  Hundred-Ninety-Three  Thousand Six Hundred
Twenty-Seven  Dollars and 46/100  ($2,193,627.46)  or so much as shall have been
advanced from time to time (the "Loan"),  together with interest as  hereinafter
provided,  computed  from the date  hereof,  in  accordance  with the terms of a
certain  Loan  and  Security  Agreement  previously  entered  into  between  the
undersigned  and the Lender and amended  contemporaneously  herewith  (the "Loan
Agreement"),  and in the  following  manner  and upon the  following  terms  and
conditions:


         1.       Payment of Loan.


         (a) The  unpaid  principal,  the  accrued  interest  and all  costs and
expenses  relating  to  the  Loan  shall  be  payable  on the  first  day of the
forty-eighth (48th) month after the expiration of the Draw Period, unless sooner
demanded in accordance with the terms and provisions set forth herein.


         (b) Unless accelerated pursuant to the terms and conditions of the Loan
Agreement or this Note, or paid before the scheduled  Maturity Date of the Loan,
the Borrower shall pay to Lender  sixty-six  (66)  consecutive  minimum  monthly
payments  each in an amount equal to  ninety-two  percent (92%) of the scheduled
monthly  payments of  principal  and interest  due on the  Acceptable  Contracts
comprising  the Collateral for the Loan  ("Mandatory  Payments").  All Mandatory
Payments  as  hereinabove  provided  shall be  applied  first to the  payment of
accrued and unpaid  interest  and the balance,  if any,  shall be applied to the
payment of the  installments of principal then remaining  unpaid.  The aforesaid
payments  shall be payable in  arrears on the first day of each  calendar  month
commencing  on the first day of the month next  following  the date of this Note
and shall continue until such time as the full principal sum,  together with all
amounts  owing  under the Loan have been paid in full.  The  aforesaid  payments
shall  be  made  payable  out of the  monthly  collections  received  under  the
Acceptable Contracts.  In the event the monthly collections are in excess of the
applicable monthly Mandatory Payment as aforesaid,  said excess shall be applied
as a prepayment  of the principal  balance  remaining due under the Loan. In the
event the monthly collections from the Acceptable  Contracts are insufficient to
pay the aforesaid  monthly  principal  and/or  interest on the Loan the Borrower
shall pay the interest and/or principal insufficiency on the first of each month
as aforesaid.
<PAGE>
         (c) The Borrower shall direct or otherwise cause all Consumers (as that
term is defined in the Loan Agreement) under the Acceptable Contracts to pay all
monies  due  thereunder  to the  Agent  (as  that  term is  defined  in the Loan
Agreement) or as otherwise  advised by Lender in writing.  The Borrower,  to the
extent  that it  receives  such  payments  directly  from or on  behalf  of such
Consumers,  shall hold the same (in the form so  received) in trust for the sole
and exclusive benefit of Lender and immediately  deliver same to Lender.  Monies
(in good,  collected  funds) from Contracts  collected and paid to Lender by the
Agent or the  Borrower  shall be  (subject  to the  payment  of fees,  costs and
expenses as set forth herein and in the Loan  Agreement)  applied,  on the first
business day of the calendar month following the receipt thereof,  first towards
the payment of accrued  and unpaid  interest on the Loan and then to the payment
of the principal amount then outstanding under the Loan.


         (d) For  purposes of  computing  the amount of interest  payable on the
Loan, the outstanding  principal  amount of the Loan shall not be reduced by the
amount of any funds  collected by the Agent or the Borrower until such funds are
received by Lender as good, collected funds and applied to the Loan.


         2.  Interest  Rate.  The interest rate which shall be used to calculate
the  amount of  interest  due each  month  shall be the  highest  prime  rate as
announced,  from time to time, in The Wall Street  Journal  during the month for
which interest is being charged ("Prime Rate"), plus four (4%) percentage points
per annum.  Interest shall be calculated on the outstanding principal balance at
the close of each day, on the basis that one day  represents  1/360th of a year.
The  interest  rate may be  changed  from  time to time  without  notice  to the
Borrower and for the  purposes of this Note,  any such change shall be effective
on the date of the  change.  Interest  shall  continue  to accrue on the  unpaid
principal  balance remaining due until all sums due hereunder and under the Loan
Agreement are paid in full.  Lender's failure or delay in submitting invoices of
the interest due under the Loan to the Borrower  shall not  discharge or relieve
the Borrower of its obligation to pay interest on the Loan when due.


         3. Default Interest Rate. Upon the occurrence or during the continuance
of an Event of  Default,  as  defined  in the Loan  Agreement,  the rate used to
calculate the interest due on the Loan may, at the option of Lender, increase by
five (5%) percentage  points above the interest rate referred to in paragraph 2.
above (the "Default Rate").  If such increased  interest rate exceeds that which
may be collected  under  applicable  law, the Default Rate shall be that maximum
allowable interest rate.


         4. Late Charge.  In the event Lender  receives a payment of interest or
principal more than fifteen (15) days after its due date,  such payment shall be
subject  to a late  charge of five  (5%)  percent  of such  payment  (the  "Late
Charge").  The Late Charge  represents the cost to the Lender in processing late
payments and shall not be deemed to constitute additional interest.


         5.  Collateral.  As security  for the payment  and  performance  of the
obligations hereunder, the undersigned has granted a security interest to Lender
in and to the Collateral more particularly described in the Loan Agreement.
                                       2
<PAGE>
         6.  Application of Payments.  All payments of interest and principal or
prepayments of principal,  howsoever  designated by the  undersigned,  are to be
applied  first on account of  interest  on the unpaid  balance of the  principal
indebtedness,   and  the  balance,   if  any,  on  account  of  said   principal
indebtedness.


         7. Events of Default;  Acceleration  of Balance  Due.  (a) The Borrower
agrees with the Lender that the Borrower shall be bound by and shall comply with
all of the terms,  covenants and  conditions of the Loan Agreement and all other
Loan  Documents,  as that term is  defined in the Loan  Agreement,  all of which
shall be construed as one  instrument  and any Default in any term,  covenant or
condition contained in the Loan Agreement and/or any of the other Loan Documents
or Event of Default shall cause this Note to be in default and all money owed by
the Borrower to the Lender by virtue of this Note, the Loan Agreement and/or any
of the other Loan  Documents  shall be  forthwith  due and  payable.  All of the
Events of Default set forth in the Loan  Agreement and the other Loan  Documents
are herein incorporated by reference as though set forth fully at length.


         (b) Upon the occurrence of any Event of Default as described or defined
in the Loan  Agreement,  and/or any of the other Loan  Documents,  then,  at the
option of the Lender or the holder  hereof,  the  aforesaid  principal sum or so
much  thereof  as shall then  remain  unpaid,  with all  arrearage  of  interest
thereon, and any other sums due hereunder or thereunder shall, without notice or
demand, at the option of the Lender,  become and be due and payable  immediately
thereafter, anything hereinbefore contained to the contrary notwithstanding.  In
addition,  the  Lender or holder  hereof  may  exercise  any and all  rights and
remedies  available to it under the terms of the Loan Agreement and/or any other
Loan Documents, or at law or in equity.


         8.  Principal  Prepayments.  It  is  understood  and  agreed  that  the
undersigned  may  prepay  in  full or in part at any  time  without  penalty  or
premium, the principal of this obligation; provided, however, the Borrower shall
notify Lender of each such  prepayment.  Any such prepayments of principal shall
be applied in the inverse order of their maturity.


         9. Lender's Rights Cumulative. No remedy referred to herein is intended
to be  exclusive,  but each shall be  cumulative  and in  addition  to any other
remedy  referred to herein,  in the Loan Agreement  and/or any of the other Loan
Documents,  or other  agreements  or otherwise  available to Lender at law or in
equity.  No  express  or  implied  waiver by Lender of any  Default  or Event of
Default  hereunder  shall in any way be, or be  construed to be, a waiver of any
future or subsequent Default or Event of Default. The failure or delay of Lender
in exercising  any rights granted it hereunder upon any occurrence of any of the
contingencies  set forth herein shall not constitute a waiver of any such rights
upon the  continuation  or  reoccurrence  of any such  contingencies  or similar
contingencies  and any single or partial  exercise  of any  particular  right by
Lender  shall not  exhaust  the same or  constitute  a waiver of any other right
provided herein.  The Events of Default and remedies thereon are not restrictive
of and shall be in addition to any and all other  rights and  remedies of Lender
provided for by the Loan  Agreement  and/or any of the other Loan  Documents and
applicable law.
                                       3
<PAGE>

         10.  Waiver of Jury Trial.  THE BORROWER  HEREBY  WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS NOTE, THE LOAN AGREEMENT AND/OR
ANY OF THE OTHER LOAN  DOCUMENTS  OR OTHER  AGREEMENTS  OR  INSTRUMENTS  BETWEEN
BORROWER AND LENDER. _________
                      Initial


         11.  Attorney's Fees,  Costs and Charges.  The Borrower shall be liable
for all costs,  charges  and  expenses,  and other sums  incurred or advanced by
Lender (including reasonable legal fees and disbursements) to preserve,  protect
or maintain the  Collateral  securing this Note,  collect the sums due hereunder
and/or the other Loan Documents, protect Lender's interests in or realize on the
Collateral or to enforce Lender's rights against the Borrower.


         12. Joint and Several Liability. The liability of the Borrower shall be
joint  and  several,  absolute  and  unconditional  and  without  regard  to the
liability of any other party.


         13. Waivers.  The Borrower and all other parties who at any time may be
liable hereon in any capacity, jointly and severally, waive presentment,  demand
for payment, protest and notice of protest, and notice of dishonor of this Note,
and authorize Lender,  without notice,  to grant any extension,  postponement of
time  of  payment,  indulgence  or any  substitution,  exchange  or  release  of
Collateral  and the addition to or release of any party or persons  primarily or
secondarily  liable  or  acceptance  of  partial  payments  on any  accounts  or
instruments and the settlement, compromising or adjustment thereof.


         14. Disclosure of Information.  Lender is hereby authorized to disclose
any financial or other  information about the Borrower to any regulatory body or
agency  having  jurisdiction  over the  Lender,  or to any  present,  future  or
prospective  participant or successor in interest in any loan or other financial
accommodation made by Lender to the Borrower.


         15. Further Security; Right of Set-off. (a) As further security for the
performance of the obligations  hereunder and the other Obligations,  as defined
in the Loan Agreement,  the Borrower hereby gives Lender a general lien upon all
property  and assets  heretofore  or hereafter  delivered to Lender,  and Lender
shall have the right of setoff,  in addition to any other  rights  conferred  by
statute or operation of law, with respect to any funds or tangible  assets which
may, at any time, be in possession of or under Lender's custody and control.


         (b) Lender shall have the right,  after the  occurrence  of an Event of
Default,  to immediately  without notice or other action, to set-off against the
Borrower's  obligations to Lender, any sum owed by the Lender in any capacity to
the  Borrower,  whether  due or not,  or any  property  of the  Borrower  in the
possession  of the Lender,  and Lender  shall be deemed to have  exercised  such
right of  set-off  and have made a charge  against  any such  money or  property
immediately upon the occurrence of any Event of Default,  even though the actual
book entries may be made at times subsequent thereto.
                                       4
<PAGE>
         16. No Waiver of Rights or Remedies. The Lender shall not by any act or
omission be deemed to have waived any of its rights or remedies hereunder unless
such waiver is in writing and signed by the Lender,  and then only to the extent
set forth therein.  A waiver as to any one event shall in no way be construed as
continuing  or as  preventing  the  exercise  of such  rights or  remedies  by a
subsequent event.


         17. Business Purpose. The proceeds of this Note shall be (or have been)
utilized for business  purposes and as a result,  this loan transaction does not
fall under the regulations set forth in 12 CFR Section 226, et seq.


         18.  Balloon  Note.  IN THE EVENT  THAT  THERE IS A  PRINCIPAL  BALANCE
REMAINING DUE AFTER ALL MANDATORY PAYMENTS REQUIRED TO BE MADE UNDER PARAGRAPH 1
ABOVE HAVE BEEN PAID BY  BORROWER  TO LENDER,  THIS NOTE SHALL BE DEEMED TO BE A
BALLOON  NOTE  REQUIRING  PAYMENT IN FULL ON THE DATE OF MATURITY AND THE LENDER
SHALL BE UNDER NO OBLIGATION TO REFINANCE THE AMOUNT DUE AT THAT TIME.


         19. Loan  Charges.  In the event that the  interest  charged  hereunder
exceeds  the  legal  limit   permitted  by  law,  the  interest  rate  shall  be
automatically  reduced to the  permitted  limit and any interest  charged  which
exceeds or exceeded the permitted limit shall, at Lender's option, be treated as
a payment of principal or refunded directly to the Borrower.


         20.  Invalidity.  In the event any provision of this Note is determined
by competent  authority to be prohibited or unenforceable  in any  jurisdiction,
such provision shall, as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability,   without  invalidating  the  remaining
provisions of this Note,  and any such  prohibition or  unenforceability  in any
jurisdiction  shall not invalidate or render  unenforceable any provision in any
other jurisdiction.


         21. Governing Law. The provisions of this Note shall be governed by the
laws of the Commonwealth of Pennsylvania.


         22. Binding  Effect.  The provisions  herein  contained  shall bind and
inure to the  benefit of the  Borrower  and Lender  and their  respective  legal
representatives,  successors and assigns (provided,  however,  that the Borrower
shall not assign  this Note  without  first  obtaining  the  written  consent of
Lender).  Lender (or any subsequent  assignee) may transfer and assign this Note
and  deliver  the  Collateral  securing  this  Note to any  assignee,  who shall
thereupon have all of the rights of Lender;  and Lender (or any such  subsequent
assignee  that in  turn  assigns  as  aforesaid)  shall  then  be  relieved  and
discharged of any responsibility or liability with respect to this Note and said
Collateral.  For the purposes of this Note wherever the term  "Lender"  shall be
used it shall refer to any  subsequent  holder,  successor  or  assignee  hereof
unless the context requires otherwise.
                                       5
<PAGE>
         23.  Cross  Default/Collateralization.  All  other  agreements  between
Lender and/or any of its affiliates or subsidiaries  and the Borrower are hereby
amended  so  that a  default  under  this  Note is a  default  under  all  other
agreements  between  Lender and the Borrower and a default  under any one of the
other  agreements is a default under this Note.  Further,  such  agreements  are
amended so that the Collateral securing this Note secures any presently existing
or  hereafter  arising  obligations  due and owing from the  Borrower  to Lender
and/or its affiliates or subsidiaries and the collateral pledged under any other
agreement with Lender and/or its affiliates or subsidiaries secures this Note.


         24.  Incorporation of Commitment  Letter and Loan Agreement.  This Note
has been issued  pursuant to the terms and conditions of the Commitment  Letter,
as that  term is  defined  in the  Loan  Agreement,  and  pursuant  to the  Loan
Agreement  between  Borrower  and Lender of even date  herewith,  and all of the
terms,  covenants and conditions of the Commitment Letter and the Loan Agreement
(including all schedules  thereto) and all other  instruments  evidencing and/or
securing the  indebtedness  hereunder  are hereby made part of this Note and are
deemed incorporated here in full as though set forth at length.


         25.  Gender.  Throughout  this Note,  the  masculine  shall include the
feminine  and vice  versa and the  singular  shall  include  the plural and vice
versa, unless the context of this Note indicates otherwise.


         26. Section  Headings.  Section  headings are for convenience  only and
shall not be construed as limiting the contents of any section  contained herein
and shall not be construed as part of this Note.


         27.  Conflicting  Provisions.  In the  event  that any of the terms and
conditions  of this Note  conflict  with any of the terms and  conditions of the
other Loan  Documents or any other  agreements  between the Borrower and Lender,
the  provision(s)  offering  Lender the greatest  protection  or most  favorable
interpretation of its rights and remedies shall control.


         28. Definitions. Unless otherwise defined herein, the capitalized terms
found herein  shall have the same  meaning  ascribed to them as set forth in the
Loan Agreement.


         29.  Amended and Restated  Note.  This Amended and Restated  Promissory
Note replaces and supersedes  that certain  Promissory  Note dated  September 7,
1994 executed and delivered by Borrower to
                                       6
<PAGE>
Lender . This  Amended and  Restated  Note shall in no way be construed as a new
note or  obligation  of the  Borrower,  nor a  discharge  or a  novation  of the
original obligation.


         IN WITNESS  WHEREOF,  the  undersigned  has caused these presents to be
duly executed and delivered by its proper and duly authorized officers as of the
day and year first above written.


ATTEST:                            ILX INCORPORATED (f/k/a International Leisure
                                   Enterprises    Incorporated),   an    Arizona
                                   Corporation


/s/  STEPHANIE CASTRONOVA          By: /s/   NANCY J. STONE
-------------------------------      ------------------------------
STEPHANIE CASTRONOVA, Secretary          NANCY J. STONE, President

                                        7