Exhibit 10.3

                                 PROMISSORY NOTE

$100,000.00                                                  Scottsdale, Arizona
                                                              September 26, 2000

1.   FUNDAMENTAL PROVISIONS.

     The following terms will be used as defined terms in this Note:

     PAYEE AND HOLDER:        ILX Resorts Incorporated, an Arizona corporation,
                              or to its order

     MAKERS:                  Canyon Portal, L.L.C., an Arizona limited
                              liability company

     ORIGINAL PRINCIPAL
     AMOUNT:                  $100,000.00

     INTEREST ACCRUAL
     DATE:                    October 1, 2000

     INTEREST RATE:           1.5% over the prime rate as published in the Wall
                              Street Journal,  as such rate may change from time
                              to time.

     DEFAULT INTEREST
     RATE:                    6.5% over the prime rate as published in the Wall
                              Street Journal,  as such rate may change from time
                              to time.

     MATURITY DATE:           December 1 , 2004

     BUSINESS DAY:            Any day of the year

     LOAN DOCUMENTS:          This Promissory Note.

     LOAN:                    The Loan from Payee to Maker in the Principal
                              Amount and evidenced by this Note.

     2. PROMISE TO PAY. For value  received,  Maker promises to pay to the order
of Holder, at 2111 East Highland,  Suite 210, Phoenix, Arizona 85016, or at such
other  place as the Holder  hereof may from time to time  designate  in writing,
without  demand  or  deduction  or offset of any  kind,  the  Principal  Amount,
together with accrued interest,  commencing on the Interest Accrual Date, on the
unpaid  principal  balance at the Interest  Rate.  Interest shall accrue through
December  31,  2001,  and then be added to  principal  on that  date.  Beginning
January 1, 2002,  Maker shall pay this Note in full to Holder in 36  consecutive
equal  monthly  payments of  principal,  accrued  interest and all  subsequently
accrued  interest  thereon,  due on the  first  day of  each  consecutive  month
thereafter.

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     3.  PREPAYMENT.  Maker  shall  have the  right at any  time to  prepay  the
Principal Amount, or any portion thereof,  without premium or penalty,  provided
that all accrued  interest on such  principal  prepayment is paid to the date of
such principal prepayment.

     4. LAWFUL MONEY.  Principal and interest are payable in lawful money of the
United States of America.

     5. LATE CHARGE. If any payment of interest and/or principal is not received
by the Holder  hereof  within ten (10) days of when such payment is due, then in
addition to the remedies conferred upon the Holder hereof pursuant to Paragraphs
7 and 8 hereof,  (i) a late  charge of five  percent  (5%) of the  amount of the
installment due and unpaid will be added to the delinquent  amount to compensate
the Holder  hereof for the expense of handling the  delinquency  for any payment
past due in excess of ten (10) days,  regardless of any notice and cure periods,
and (ii) the amount due and unpaid (including,  without  limitation,  principal,
the late  charge and any unpaid  interest)  shall bear  interest  at the Default
Interest  Rate,  computed  from the date on which the amount was due and payable
until paid.

     6. EVENT OF DEFAULT. The occurrence of any of the following shall be deemed
to be an event of default (Event of Default) hereunder:

     a.   Failure to make a payment of  principal  or  interest  within ten (10)
          days of the due date; or

     b.   Any other failure of Maker to perform under the terms of this Note.

     7. REMEDIES. Upon the occurrence of an Event of Default, then at the option
of the  Holder  hereof,  at any time  thereafter  while such Event of Default is
continuing,  the entire balance of principal  together with all accrued interest
thereon, and all other amounts payable by Maker under the Loan Documents, shall,
without  demand or notice,  immediately  become due and payable,  and so long as
such Event of Default shall  continue,  the entire balance of principal  hereof,
together  with all accrued  interest  thereon,  all other  amounts due under the
Note,  and any judgment for such  principal,  interest,  and other amounts shall
bear  interest  at the  Default  Interest  Rate from  date of the last  interest
payment prior to such Event of Default,  subject to the limitations contained in
Paragraph  13 hereof.  No delay or omission on the part of the Holder  hereof in
exercising  any  right  under  this Note or under  any of the  Holder  hereof in
exercising any right under this Note or under any of the other documents related
hereto shall operate as a waiver of such right. Payments made or received on, or
offset against,  this Note shall be applied against amounts due hereunder in the
following order unless Holder chooses  (without any notice required) a different
order from time to time: costs of collections and fees, late charges,  interest,
principal.

     8. HOLDER RIGHT TO OFFSET  AGAINST RENTAL  PAYMENTS.  Holder is a tenant of
Maker, as landlord,  for the rental of a motel and related motel office space at
Canyon Portal in Sedona,  Arizona ("Canyon  Portal").  In an Event of Default of
any payment or any other term of this Note,  Holder shall have the right, at its
option,  to deduct the amount of money,  or any part  thereof,  required to cure

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such default  from the next rental and other  payments due from Holder to Maker,
or its successor as the landlord, at Canyon Portal. Any partial cure pursuant to
this paragraph shall not impair or waive,  in any manner,  Holder's other rights
or remedies pursuant to this Note.

     9.  WAIVER.  Maker,  endorsers  and  sureties  of this  Note  hereby  waive
diligence,  demand for  payment,  presentment  for payment,  protest,  notice of
nonpayment,  notice  of  protest,  notice of  intent  to  accelerate,  notice of
acceleration,  notice  of  dishonor,  and  notice of  nonpayment,  and all other
notices or demands of any kind pursuant to this Note, and expressly  agree that,
without in any way affecting the liability of Maker,  endorsers or sureties, the
Holder  hereof  may  extend  any  maturity  date or the time for  payment of any
installment  due  hereunder,   otherwise  modify  the  Loan  Documents,   accept
additional security, release any person liable, and release any security. Maker,
endorsers and sureties waive, to the full extent  permitted by law, the right to
plead any and all statutes of limitations as a defense.

     10. CHANGE,  DISCHARGE,  TERMINATION,  OR WAIVER. No provision of this Note
may be changed,  discharged,  terminated,  or waived except in writing signed by
the party against whom  enforcement  of the change,  discharge,  termination  or
waiver is sought. No failure on the part of the Holder hereof to exercise and no
delay by the Holder hereof in exercising  any right or remedy under this Note or
under the law shall operate as a waiver thereof .

     11.  ATTORNEYS'  FEES. If this Note is not paid when due or if any Event of
Default  occurs,  Maker promises to pay all costs of enforcement  and collection
and preparation  therefor,  including but not limited to, reasonable  attorneys'
fees,  whether  or not any  action or  proceeding  is  brought  to  enforce  the
provisions hereof  (including,  without  limitation,  all such costs incurred in
connection  with  any  bankruptcy,  receivership,  or other  court  proceedings,
whether at the trial or appellate level.

     12.  SEVERABILITY.  If any  provision  of this Note is  unenforceable,  the
enforceability  of the other  provisions  shall not be  affected  and they shall
remain in full force and effect.

     13. INTEREST RATE LIMITATION.  Maker hereby agrees to pay an effective rate
of interest that is the sum of the interest  rate provided for herein,  together
with any  additional  rate of  interest  resulting  from any  other  charges  of
interest or in the nature of interest paid or to be paid in connection  with the
Loan,  including,  without limitation,  any fees to be paid by Maker pursuant to
the  provisions of this Note or any other  document that may be related  hereto.
Holder and Maker agree that none of the terms and provisions contained herein or
in any other  document that may be related hereto shall be construed to create a
contract for the use,  forbearance  or detention of money  requiring  payment of
interest  at a rate in excess  of the  maximum  interest  rate  permitted  to be
charged by the laws of the State of  Arizona.  In such  event,  if any Holder of
this Note shall  collect  monies which are deemed to constitute  interest  which
would otherwise  increase the effective  interest rate on this Note to a rate in
excess of the maximum  rate  permitted to be charged by the laws of the State of
Arizona,  all such sums deemed to constitute  interest in excess of such maximum
rate  shall,  at the option of the  Holder,  be credited to the payment of other
amounts payable under this Note or returned to Maker.

     14. NUMBER AND GENDER.  In this Note the singular  shall include the plural
and the masculine shall include the feminine and neuter gender, and vice versa.

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     15.  HEADINGS.  Headings at the beginning of each numbered  section of this
Note are intended solely for convenience and are not part of this Note.

     16.  CHOICE  OF LAW.  This  Note  shall be  governed  by and  construed  in
accordance  with the laws of the State of  Arizona.  At the option of the Holder
hereof, jurisdiction and venue shall be in Maricopa County, Arizona.

     17. DUE ON SALE.  In the event Maker  conveys to a third party its interest
in Canyon  Portal,  this Note shall be due and  payable in full upon and at such
closing.

     18.  BINDING  EFFECT.  This Note  will be  binding  upon,  and inure to the
benefit  of, the Holder  hereof,  Maker,  and their  respective  successors  and
assigns. Maker may not delegate its obligations under the Loan Documents.

     19.  TIME IS OF THE  ESSENCE.  Time is of the  essence  with regard to each
provision of this Note as to which time is a factor.

MAKER:
CANYON PORTAL, L.L.C., an

Arizona limited liability company

By:  Canyon Portal Properties, Inc.
Its: Managing Member

     ------------------------------------
     By: Tom Van Sickle
     Its: President

By:  HIDC Investments, L.L.C.,
     an Arizona limited liability company
Its: Member

     ------------------------------------
     By: Jack Gechman
     Manager


-----------------------------------------
By: Al Spector
Its: Member

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