Exhibit 10.43


                                  AMENDMENT TO
                                 LOAN DOCUMENTS
                                 (KOHL'S RANCH)

     This Amendment to Loan Documents  ("Amendment") is made and entered into as
of  October  31,  2001 by and  between  ILX  Resorts  Incorporated,  an  Arizona
corporation  ("ILX");  Los Abrigados  Partners Limited  Partnership,  an Arizona
limited partnership ("Abrigados"), Premiere Development Incorporated, an Arizona
corporation  ("Premiere"),  ILE  Sedona  Incorporated,  an  Arizona  corporation
("ILE"),  VCA Tucson  Incorporated,  an Arizona corporation ("VCA Tucson"),  VCA
South Bend  Incorporated,  an Arizona  corporation  ("VCA  South  Bend") and VCA
Nevada Incorporated,  an Arizona Corporation ("VCA Nevada")  (collectively,  the
"ILX Entities") whose address is 2111 East Highland Avenue,  Suite 210, Phoenix,
AZ 85016;  and Litchfield  Financial  Corporation,  a Massachusetts  corporation
("Lender"),  whose address is 13701 West Jewell Avenue, Suite 200, Lakewood,  CO
80228.

                                   RECITALS:

     A.  Under  date of March 19,  1999 ILX and  Lender  entered  into a certain
Secured  Construction Loan Agreement pertaining to, INTER ALIA, Lender's loan to
ILX in the amount of $2,830,000.00 for the purpose of financing the construction
of improvements at the Kohl's Ranch project located in or near Payson,  Arizona.
This Secured Construction Loan Agreement was subsequently  modified by a certain
May 7, 1999 letter agreement by and between Borrower and Lender,  and a June 11,
1999 letter from Lender to  Borrower  (collectively,  the "Letter  Agreements"),
which  pertain,  INTER ALIA, to the amount and  application  of certain  release
prices to be paid by Borrower to Lender.  The loan contemplated by the foregoing
documents  is  hereinafter  referred  to as the  "Kohl's  Ranch  Loan"  and  the
documents  executed in connection  therewith are hereinafter  referred to as the
"Kohl's Ranch Documents".

     B. Under date of November  24, 1998 certain of the ILX Entities as Borrower
and  Lender  entered  into  a  certain   Secured  Loan  Agreement  (ILX  Resorts
Incorporated:  San Carlos  Inventory  Development,  Los  Abrigados  Sales Center
Construction,  Term Loan  Restatement  Project).  This  Secured  Loan  Agreement
pertained,  INTER ALIA,  to a loan from Lender to the ILX Entities in the amount
of  $2,300,000.00  for the  purpose  of  acquiring  and  developing  timesharing
inventory located at the San Carlos Resort,  Guaymas,  Senora,  Mexico (the "San
Carlos  Inventory   Development  Loan")  and  $800,000.00  for  the  purpose  of
constructing a new sales center to be located at Los Abrigados  Resort,  Sedona,
Arizona (the "Sales Center Loan"). The San Carlos Inventory Development Loan and
Sales Center Loan were evidenced by a  $3,100,000.00  Secured  Construction  and
Inventory Development  Promissory Note dated November 24, 1998. Pursuant to this
Secured Loan  Agreement,  a certain July 29, 1998 Secured Term  Promissory  Note
from the ILX Entities to Lender in original  principal  amount of  $2,485,000.00
was amended and restated and, in connection therewith, the ILX Entities executed
and delivered to Lender a certain Amended and Restated  Secured  Promissory Note
in original  principal amount of $2,485,000.00,  pertaining to the Los Abrigados
Resort  (the  "Restated   Loan".   Hereinafter,   the  loans  described  in  the
aforementioned  November  24, 1998  Secured  Loan  Agreement  are  referred  to,
collectively,  as the  "Combination  Loan," and the loan  documents  executed in
connection therewith are referred to as the "Combination Loan Documents."

     C. Under date of June 12, 1998  certain of the ILX Entities as Borrower and
Lender  entered into a certain  Secured Line of Credit  Lending  Agreement  (ILX
Resorts - Global Facility) pertaining, INTER ALIA, to a $40,000,000.00 loan from
Lender to Borrower secured,  INTER ALIA, by Pledged Accounts.  Hereinafter,  the
loan  contemplated by the aforesaid Secured Line of Credit Lending Agreement and
the  loan  described  therein  is  referred  to as the  "Global  Loan,"  and the
documents  executed in connection  therewith are referred to as the "Global Loan
Documents".

     D. Under date of September 17, 1998 certain of the ILX Entities as Borrower
and Lender  entered into a certain  Amended and Restated  Secured Line of Credit
Lending Agreement (ILX Incorporated) pertaining,  INTER ALIA, to a $3,500,000.00
loan  from  Lender  to  Borrower  secured,  INTER  ALIA,  by  Pledged  Accounts.
Hereinafter, the loan contemplated by the aforesaid Amended and Restated Secured
Line of Credit Lending Agreement is referred to as the "Non Conforming Loan" and
the  documents  executed in  connection  therewith  are  referred to as the "Non
Conforming Loan Documents."
<PAGE>
     E. ILX has requested that Lender increase the maximum  principal  amount of
the Kohl's Ranch Loan from  $2,830,000.00  to$8,030,000  for the purpose,  INTER
ALIA, of the providing of funding for the  improvements of certain real property
owned or leased by the ILX Entities including the projects located in Las Vegas,
Nevada known as The Greens of Las Vegas Golf  Center,  the Bell Rock Inn located
in Oak Creek,  Arizona and The  Carriage  House,  and the Los  Abrigados  Resort
located in Sedona, Arizona, as more fully set forth below.

     F. As a condition to granting  ILX's  request to increase the amount of the
Kohl's Ranch Loan,  Lender requires  certain  modifications  to the various Loan
Documents referenced above, as hereinafter set forth.

     The parties  desire to enter into this  Amendment  in order to  memorialize
their agreements with respect to the foregoing as hereinafter set forth.

                                   AGREEMENTS:

     In consideration of the foregoing  Recitals,  which are incorporated herein
by reference,  the covenants and  agreements  hereinafter  set forth,  the legal
adequacy and  sufficiency of which are hereby  acknowledged,  the parties hereby
agree:

     1.  AMENDMENT  CONTROLS.  In the case of any conflict  between the terms of
this  Amendment  and the  provisions  of the above  described  Kohl's Ranch Loan
Documents,  the Combination  Loan  Documents,  the Non Conforming Loan Documents
and/or the Global  Loan  Documents  (collectively,  the "Loan  Documents"),  the
provisions of this Amendment  shall  control.  Except as  specifically  modified
hereby,  the parties hereby ratify,  reaffirm,  and restate the terms of each of
said Loan Documents.

     2. DEFINED TERMS.  Any  capitalized  term not defined herein shall have the
meaning set forth in the applicable Loan Documents referenced above.

     3. STATUS OF LOANS. As of September 30, 2001 the outstanding balance on the
above-described Loans are as follows:

         LOAN                               PRINCIPAL BALANCE AS OF 9/30/01
         ----                               -------------------------------
Kohl's Ranch Loan                                    $ 1,638,432.15
San Carlos Inventory Development Loan                $         0.00
The Sales Center Loan                                $         0.00
The Restated Loan                                    $   931,375.55
The Global Loan                                      $16,774,927.96
Non Conforming Loan                                  $   390,207.59

The ILX Entities, and each of them, hereby acknowledge that Lender is current in
the performance of all  obligations  under the  above-referenced  Loans and Loan
Documents,  and as of the date set forth in the  introduction to this Amendment,
the ILX  Entities,  collectively,  and each of them  individually,  warrant  and
represent  that they  have no  defenses,  set-offs,  or  counterclaims  to their
liability to Lender under the subject Loans or the Loan Documents  pertaining to
same.  Without waiving the generality of the foregoing and in  consideration  of
Lender's execution of this Amendment,  and in further  consideration of Lender's
agreement to increase the maximum  principal  amount of the Kohl's Ranch Loan to
$8,030,000.00  as  hereinafter  provided,  the  ILX  Entities  individually  and
collectively  hereby waive and release any and all counterclaims,  set-offs,  or
defenses against  liability under the subject Loans or Loan Documents arising on
or before the date of this Amendment.
<PAGE>
     4. AMENDMENTS KOHL'S RANCH LOAN AND KOHL'S RANCH LOAN DOCUMENTS. The Kohl's
Ranch Loan and Kohl's Ranch Loan  Documents are hereby  amended in the following
respects:

          a.  INCREASE IN MAXIMUM OF KOHL'S RANCH LOAN..  The maximum  principal
amount of the  Kohl's  Ranch  Loan is hereby  increased  from  $2,830,000.00  to
$8,030,000.00

          b. EXTENSION OF KOHL'S RANCH LOAN BORROWING PERIOD.  The period during
which Lender will make non-revolving Advances to Borrower pursuant to the Kohl's
Ranch Loan Documents as modified  hereby,  is hereby  extended to March 31, 2003
(the "Extended Borrowing Period"). During the Extended Borrowing Period Borrower
shall continue to make regular minimum quarterly principal reduction payments in
the amount of $176,813.00 per quarter.

          c. EXTENSION OF LOAN TERM AND INCREASE IN MINIMUM QUARTERLY  PRINCIPAL
REDUCTION  PAYMENTS..  The  Maturity  Date of the  Kohl's  Ranch  Loan is hereby
extended  from  April  15,  2003 to April 1,  2006,  at  which  time all  unpaid
principal and interest shall be fully due and payable.. The maturity date of the
Kohl's Ranch Loan is subject to acceleration if an Event of Default shall occur.
From and after the end of the  Extended  Borrowing  Period  referenced  above in
paragraph  4.b.,  the minimum  quarterly  principal  reduction  payment shall be
increased from  $176,813.00  (which shall be paid during the Extended  Borrowing
Period) to an amount equal to one twelfth of the principal  balance  outstanding
on the Kohl's Ranch Loan on the last day of the Extended  Borrowing  Period.  By
way of example,  in the event the principal balance is $6,000,000.00 on the last
day of the Extended Borrowing Period, the minimum quarterly  principal reduction
payment would be $500,000.00 ($6,000,000.00 divided by 12) per quarter until the
Kohl's Ranch Loan is paid in full.

          d. AMOUNT AND APPLICATION OF RELEASE FEES..  The amount of the release
fee payable to Lender  pursuant to the Kohl's  Ranch Loan  Documents  and/or the
Combination  Loan  Documents on or after the effective date of this Amendment is
hereby amended as follows:

<TABLE>
<CAPTION>
                                                               NEW RELEASE FEE PURSUANT
                                         PRIOR RELEASE FEE           TO AMENDMENT
                                      ---------------------    ------------------------
RESORT                                  ANNUAL     BIANNUAL      ANNUAL        BIANNUAL
------                                  ------     --------      ------        --------
<S>                                   <C>         <C>          <C>            <C>
Stand-alone (non-club) Kohl's Ranch   $1,500.00   $  900.00    $1,500.00      $  900.00
Stand-alone(non-club)Los Abrigados    $1,200.00   $  720.00    $1,200.00      $  720.00
         Premiere Vacation Club       $1,000.00   $  580.00    $1,920.00      $1,152.00
</TABLE>

*

          e. APPLICATION OF RELEASE FEES.. The revised release fees as set forth
above shall be applied to the Kohl's  Ranch Loan until the Kohl's  Ranch Loan is
paid in full.  The foregoing  application of release fees shall apply unless and
until an Event of  Default  occurs.  If an Event of Default  occurs,  Lender may
apply the release fees to obligations owed Lender by the ILX Entities, or any of
them, as Lender determines,  in Lender's sole discretion.  Lender may adjust the
above-described  release  fees if and as  necessary  in order to assure that the
Kohl's Ranch Loan as modified hereby is repaid in full on or before 80% sell-out
of existing Vacation  Ownership  Interests owned by the ILX Entities and pledged
to  Lender,  in  which  Lender  has a first  priority  duly  perfected  security
interest.  Subject to Lender's  consent (not to be  unreasonably  withheld) upon
payment of the foregoing  release fee, the  applicable  borrower  shall have the
right to designate which intervals are released.

          f. USE OF  INCREASED  KOHL'S RANCH LOAN  PROCEEDS.  From and after the
date  hereof,  Advances of the Kohl's  Ranch Loan may be used for the  following
purposes only:

--------
*    Not  applicable  - All San Carlos  inventory  has been  annexed to Premiere
     Vacation Club ("PVC")
<PAGE>
               (i) PROJECT  IMPROVEMENTS..  Advances  may be used for  effecting
improvements (the "Improvement Advances") as follows to the following projects.

                    A. THE  GREENS OF LAS VEGAS and Joey's  Restaurant.  Up to a
maximum of $1,500,000.00 of the Kohl's Ranch Loan proceeds shall be used to fund
improvements  (furniture,  fixtures,  equipment  and  minor  remodeling,  but no
material  new  construction)  to The Greens of Las Vegas Golf  Center  leasehold
estate  including  renovation  and equipping the ILX Sales Center,  office space
therein and Joeyss.s Restaurant to be located in the Carriage House,  located in
Las Vegas, Nevada.

                    B. LOS ABRIGADOS RESORT. Up to a maximum of $1,000,000.00 of
the Kohl's Ranch Loan proceeds  shall be used to fund  improvements  (furniture,
fixtures,  equipment and more extensive remodeling, to include new construction)
to the old sales center of the Los  Abrigados  Resort,  in order to convert same
into eight additional  residential  units.  These additional  residential  units
shall be subject to the lien of the deed of trust  encumbering the Los Abrigados
Resort for the benefit of Lender.

                    C. KOHL'S  RANCH..  Up to a maximum of $500,000.00 of the of
the Kohl's Ranch Loan proceeds  shall be used to fund  improvements  (furniture,
fixtures,   and  equipment  and  more   extensive   remodeling  to  include  new
construction) to the certain  residential units within the Kohl's Ranch project,
including the Platinum Unit.

                    D. BELL ROCK INN.  Up to a maximum of  $1,200,000.00  of the
Kohl's  Ranch  Loan  proceeds  shall  be used to fund  improvements  (furniture,
fixtures,  equipment and minor remodeling,  but no material new construction) to
the Bell Rock Inn.

               (ii) SEDONA  WORLDWIDE INC. STOCK  PURCHASE..  Up to a maximum of
$1,000,000.00  of the Kohl's Ranch Loan proceeds shall be Advanced to fund ILX's
purchase of 8,000,000  shares of Sedona  Worldwide  Inc. (the "Sedona  Worldwide
Advance").

              (iii) SUMS DUE LENDER.. The balance of the increased Kohl's Ranch
Loan funding may be used for the purpose,  and solely for the purpose,  of ILX's
payment of sums due Lender including,  without limitation,  the Modification Fee
described below in the amount of $10,000.00,  the 1% Advance Fee due Lender with
respect to any Advance under the Kohl's Ranch Loan,  and the payment of Lender's
Expenses incurred in connection with this Amendment.

          g. NOTICE  PROVISIONS..  Any notices to Lender  pursuant to the Kohl's
Ranch Loan Documents, shall be made as follows:

          If to Lender:  Litchfield Financial Corporation
                         13701 West Jewell Avenue, Suite 200
                         Lakewood, CO  80228
                         Attention: Alicia-Ann J. Duncanson, Loan Manager
                         Facsimile:  (303) 985-5375

          with copy to:  Textron Financial Corporation
                         333 East River Drive
                         East Hartford, CT 06108
                         Attention: Nicholas Mecca, Division President
                         Facsimile:(860) 283-9053

          and:           Textron Financial Corporation
                         40 Westminster Street
                         Providence, RI 02903
                         Attention: Legal Department
                         Facsimile: (401) 621-5040
<PAGE>
          with copy to:  James E. Brown, Esq.
                         James E. Brown & Associates, P.C.
                         1350 17th Street, Suite 306
                         Denver, CO  80202
                         Facsimile: (303) 825-2828

          h.  CROSS-COLLATERALIZATION AND CROSS DEFAULT.. The collateral pledged
for the Kohl's Ranch Loan also  collateralizes  the Combination Loan, the Global
Loan,  the Non Conforming  Loan and any other loan or obligation,  now or in the
future,  from the ILX  Entities,  their  affiliates,  or any of them, to Lender.
Likewise,  the  collateral  pledged to secure the  Combination  Loan, the Global
Loan, the Non Conforming Loan or any other  obligation now or in the future owed
by the ILX Entities,  or any of them, or any of their  affiliates to Lender also
collateralizes  the Kohl's Ranch Loan. Subject to the provisions set forth above
in paragraph 4.e.  concerning the application of release fees,  Lender may apply
the  collateral  or  proceeds  thereof  it  receives  to any of the  obligations
collateralized thereby, in Lender's sole discretion. Likewise, the occurrence of
an Event of Default  under the Kohl's  Ranch Loan shall  constitute  an Event of
Default under the Combination Loan, the Global Loan, the Non Conforming Loan and
any other loan or obligation now or in the future, from the ILX Entities,  their
affiliates,  or any of them  to  Lender,  and an  Event  of  Default  under  the
Combination Loan, the Global Loan, the Non Conforming Loan, or any other loan or
obligation now or in the future from the ILX Entities, their affiliates,  or any
other of them,  to Lender,  shall be an Event of Default  under the Kohl's Ranch
Loan.

     5. CONDITIONS TO FUNDING.  Anything to the contrary herein notwithstanding,
Lender shall have no obligation to make any subsequent  Advance under the Kohl's
Ranch Loan unless and until each of the following  requirements are satisfied or
waived by Lender, in writing, in Lender's sole discretion:

          a. EXECUTION OF  DOCUMENTS..  The ILX Entities shall have executed and
delivered  to Lender  (or cause to be  recorded  or filed  for  record  with the
appropriate governmental office) the following documents in connection herewith:
(i) this Amendment,  (ii) the Allonge to Secured Construction Promissory Note in
the form appended hereto as EXHIBIT A, (iii) a Supplemental  Security  Agreement
in the form  appended  hereto as  EXHIBIT  B, (iv)  UCC-1  Financing  Statements
evidencing and  perfecting  Lender's  first  priority  security  interest in the
additional collateral described in the Supplemental  Security Agreement;  (v) an
Amended and Restated Deed of Trust  encumbering  all now and hereafter  acquired
timeshare  intervals  and units  owned by and/or  conveyed  to PVC  (other  than
intervals  located in the Carriage  House,  in Las Vegas Nevada,  which shall be
excluded  from said  Amended and  Restated  Deed of Trust) in the form  appended
hereto as EXHIBIT C, (vi) a Collateral  Assignment  of Lease with respect to the
Master Lease  between the County of Clark,  Nevada and ILX Resorts  Incorporated
pertaining to the Greens of Las Vegas in the form  appended  hereto as EXHIBIT D
(which  Collateral  Assignment of Lease will be released by Lender after the ILX
Entities have repaid  $2,000,000.00 of the additional  $5,200,000.0 to be loaned
by Lender  pursuant  to this  Amendment),  and (vii)  such  other  documents  or
agreements  as  may  be  reasonably  required  by  Lender,  including,   without
limitation, an opinion of counsel in form and substance satisfactory to Lender.

          b. NO EVENT OF DEFAULT.  No Event of Default shall have occurred,  nor
shall any  condition  exist  which,  with the  passage  of time or the giving of
notice, shall constitute an Event of Default.

          c.  PAYMENT OF  MODIFICATION  FEE.  ILX shall have paid  Lender a loan
modification  fee in the  amount of  $10,000.00  in  consideration  of  Lender's
execution of this Amendment.

          d. LENDER'S  EXPENSES.  ILX shall have paid Lender's Expenses incurred
in the  investigation,  negotiation,  preparation  and  administration  of  this
Amendment and related Loan Documents,  including,  without limitation,  Lender's
reasonable  attorneysss.  fees and costs,  and any fees and  expenses  of Lender
incurred  in  the  administration  of  the  subject  Loans,  including,  without
limitation,  any  expenses  incurred  by  Lender or any  construction  inspector
retained on behalf of Lender (including,  without  limitation,  travel costs) in
inspecting the subject projects or the improvements thereto.
<PAGE>
          e. ILX's  REPRESENTATIONS  AND  WARRANTIES.  Each  representation  and
warranty  of any of the ILX  Entities  in any  Loan  Document  shall be true and
correct. The ILX Entities hereby each ratify, restate,  reaffirm,  republish and
confirm the  representations,  warranties  and covenants set forth in the Kohl's
Ranch Loan  Documents,  the  Combination  Loan  Documents,  and the Global  Loan
Documents.  In addition, the ILX Entities hereby warrant and represent to Lender
that  Lender's  mortgage  and security  interest in all now owned and  hereafter
acquired  timeshare  intervals  and units  owned by and/or  conveyed to Premiere
Vacation Club (other than Carriage House  intervals,  in which Lender shall have
no security interest) is and will at all times be a properly perfected first and
prior security interest  therein,  and that no other creditor holds any security
interest in said  inventory save and except as follows:  Bank of Enid,  Oklahoma
holds a first priority deed of trust with respect to 1,827 Timesharing Intervals
located at VCA Tucson.

          f. CONDITIONS TO SPECIFIC ADVANCES.

               (i) IMPROVEMENT ADVANCES.

                    (A)  DISBURSEMENTS.  So long as no Event of  Default  shall
have occurred,  funds shall be disbursed by Lender for the purposes of effecting
the  improvements  to the projects  set forth above in paragraph  4.f.(i) not to
exceed the amounts set forth therein on the following terms and conditions.  All
requests  for  funding  shall be in  writing  and  shall be made  through  ILX's
completion and  submission of a  construction  loan request in the form appended
hereto as EXHIBIT E, or such  other form as Lender may  require.  ILX shall have
provided  Lender a written budget  satisfactory  to Lender in its discretion for
the improvements to be effected at the subject project,  supported by bids, cost
estimates,  contracts or other documentation  reasonably satisfactory to Lender,
which  budget  shall be  updated  in  writing  as  necessary  by ILX.  Each such
disbursement  shall be made on written  request  of ILX only for the  purpose of
funding the cost of improvements in place or materials delivered to the job site
and properly  installed or securely  stored  therein as evidenced by invoices or
other  documentation  reasonably  satisfactory to Lender, in accordance with the
plans and  specifications  therefore  supplied to and  approved by Lender in its
reasonable  discretion.  Lender shall have the right to make  inspections of the
subject   projects  and   improvements   and  all  the  improvements  for  which
disbursement   of  Loan  proceeds  shall  be  satisfactory  to  Lender  and  its
construction  inspector,  if any. All improvements to the subject project to the
date of  disbursement  shall  have  been  paid for in full (or  subject  only to
applicable  retainage)  as  evidenced  by lien  waivers  or other  documentation
reasonably  satisfactory  to  Lender.  With  respect  to  furniture,   fixtures,
equipment and personalty paid for in whole or in part by Advances,  Lender shall
have,  and the ILX  Entities  hereby  grant to Lender,  a duly  perfected  first
priority  security  interest  in  same.  The  cost  of  completing  the  subject
improvements  at no time  shall  exceed  the  undisbursed  balance  of the  Loan
proceeds  pertaining to the subject  project (and if the cost of completing  the
subject  improvements  at any time exceeds the  undisbursed  balance of the Loan
proceeds pertaining to the subject project,  ILX shall immediately pay to Lender
for deposit into a non-interest bearing Loan account an amount equal to any such
excess, which amounts shall be disbursed by Lender pursuant to the provisions of
this  paragraph).  No funds  shall be  advance  by Lender  for the  purposes  of
effecting  the  improvements  to the Bell Rock Inn until the ILX  Entities  have
executed and  delivered to Lender an  additional  security  agreement  and UCC-1
financing  statements  perfecting  Lender's security interests in the furniture,
fixtures, and equipment acquired with Lender's funding.

                    (B)  REPRESENTATIONS  AND  WARRANTIES..  Each  request for a
disbursement  for  improvement   purposes  constitutes  the  representation  and
warranty of the ILX Entities  that each of the  foregoing  conditions  have been
satisfied and that: the subject  disbursement will be used only for the purposes
set forth in the request for disbursement;  that all improvements to the subject
project have been paid in full; that no Event of Default or any condition which,
with the giving of notice or the passage of time,  would  constitute an Event of
Default, exists; that the balance of the Loan proceeds pertaining to the subject
project are sufficient to complete the improvements to the subject project;  and
that all other representations,  warranties, covenants and agreements of the ILX
Entities in this Amendment and the other Loan Documents are true and correct and
..

               (ii)  SEDONA  WORLDWIDE  ADVANCE..  Lender  shall fund the Sedona
Worldwide Advance only through an escrow pursuant to which the stock certificate
evidencing  ILX's  ownership of the 8,000,000  shares of Sedona  Worldwide  Inc.
purchased  therewith is delivered to Lender in order to perfect  Lender's  first
priority security  interest in such shares and their proceeds,  which ILX hereby
grants to Lender. On or before the Sedona Worldwide  Advance,  ILX shall execute
<PAGE>
and deliver to Lender a Stock Pledge And Security Agreement in the form appended
hereto as EXHIBIT F.

     6.  AMENDMENTS TO GLOBAL LOAN AND GLOBAL LOAN  DOCUMENTS..  The Global Loan
and Global Loan Documents are hereby amended in the following respects:

          a.  DECREASE IN MAXIMUM LINE  AMOUNT..  The Maximum Line Amount of the
Global Loan as set forth in the Global Loan  Documents is hereby  decreased from
$40,000,000.00 to $30,000,000.00.

          b. NOTICE  PROVISIONS.  Any  notices to Lender  pursuant to the Global
Loan Documents shall be made as follows:

          If to Lender:  Litchfield Financial Corporation
                         13701 West Jewell Avenue, Suite 200
                         Lakewood, CO  80228
                         Attention: Alicia-Ann J. Duncanson, Loan Manager
                         Facsimile: (303) 985-5375

          with copy to:  Textron Financial Corporation
                         333 East River Drive
                         East Hartford, CT 06108
                         Attention: Nicholas Mecca,
                         Division President
                         Facsimile: (860) 283-9053

          and:           Textron Financial Corporation
                         40 Westminster Street
                         Providence, RI 02903
                         Attention: Legal Department
                         Facsimile: (401) 621-5040

          with copy to:  James E. Brown, Esq.
                         James E. Brown & Associates, P.C.
                         1350 17th Street, Suite 306
                         Denver, CO  80202
                         Facsimile: (303) 825-2828

          c.  CROSS-COLLATERALIZATION AND CROSS DEFAULT.. The collateral pledged
for the Global Loan also  collateralizes  the Combination Loan, the Kohl's Ranch
Loan,  the Non  Conforming  Loan and any other loan or obligation  now or in the
future from the ILX  Entities,  their  affiliates,  or any of them,  to Lender..
Likewise,  the  collateral  pledged to secure the  Combination  Loan, the Kohl's
Ranch Loan, the Non Conforming Loan or any other obligation now or in the future
owed by the ILX Entities,  or any of them, or any of their  affiliates to Lender
also  collateralizes  the Global Loan. Subject to the provisions set forth above
in paragraph 4.e.  concerning the application of release fees,  Lender may apply
the  collateral  or  proceeds  thereof  it  receives  to any of the  obligations
collateralized thereby, in Lender's sole discretion. Likewise, the occurrence of
an Event of Default  under the Global Loan shall  constitute an Event of Default
under the  Combination  Loan, the Kohl's Ranch Loan, the Non Conforming Loan and
any other loan or obligation now or in the future, from the ILX Entities,  their
affiliates,  or any of them  to  Lender,  and an  Event  of  Default  under  the
Combination  Loan, the Kohl's Ranch Loan, the Non Conforming  Loan, or any other
loan or obligation now or in the future from the ILX Entities, their affiliates,
or any other of them,  to Lender,  shall be an Event of Default under the Global
Loan.

     7. AMENDMENT TO COMBINATION LOAN.. The Combination Loan and the Combination
Loan Documents are hereby amended as follows:
<PAGE>
          a.  MODIFICATION  AND  APPLICATION  OF RELEASE FEES.  The release fees
payable to Lender with respect to the Los Abrigados (Stand Alone) and San Carlos
project  (Premiere  Vacation  Club),  and the Premiere  Vacation Club,  shall be
amended and applied as set forth above in paragraphs 4.d. and 4.e.

          b.  NOTICE   PROVISIONS.   Any  notices  to  Lender  pursuant  to  the
Combination Loan Documents shall be made as follows:

          If to Lender:  Litchfield Financial Corporation
                         13701 West Jewell Avenue, Suite 200
                         Lakewood, CO  80228
                         Attention: Alicia-Ann J. Duncanson, Loan Manager
                         Facsimile: (303) 985-5375

          with copy to:  Textron Financial Corporation
                         333 East River Drive
                         East Hartford, CT 06108
                         Attention: Nicholas Mecca,
                         Division President
                         Facsimile: (860) 283-9053

          and:           Textron Financial Corporation
                         40 Westminster Street
                         Providence, RI 02903
                         Attention: Legal Department
                         Facsimile: (401) 621-5040

          with copy to:  James E. Brown, Esq.
                         James E. Brown & Associates, P.C.
                         1350 17th Street, Suite 306
                         Denver, CO  80202
                         Facsimile: (303) 825-2828

          c.  CROSS-COLLATERALIZATION AND CROSS DEFAULT.. The collateral pledged
for the Combination Loan, or any of them, also  collateralizes  the Global Loan,
the Kohl's  Ranch Loan,  the Non  Conforming  Loan,  as  modified  now or in the
future,  and any other  loan or  obligation  now or in the  future  from the ILX
Entities, their affiliates,  or any of them, to Lender. Likewise, the collateral
pledged to secure the Global  Loan,  the Kohl's Ranch Loan,  the Non  Conforming
Loan or any other  obligation now or in the future owed by the ILX Entities,  or
any of them,  or any of their  affiliates  to  Lender  also  collateralizes  the
Combination  Loan.  Subject to the  provisions set forth above in paragraph 4.e.
concerning the  application of release fees,  Lender may apply the collateral or
proceeds thereof it receives to any of the obligations  collateralized  thereby,
in Lender's sole  discretion.  Likewise,  the  occurrence of an Event of Default
under the Combination Loan shall constitute an Event of Default under the Global
Loans,  the Kohl's  Ranch Loan,  the Non  Conforming  Loan and any other loan or
obligation now or in the future, from the ILX Entities, their affiliates, or any
of them to Lender,  and an Event of Default  under the Global  Loan,  the Kohl's
Ranch Loan, the Non  Conforming  Loan, or any other loan or obligation now or in
the future from the ILX  Entities,  their  affiliates,  or any other of them, to
Lender, shall be an Event of Default under the Combination Loan.

     8. AMENDMENTS TO NON CONFORMING LOAN AND NON CONFORMING LOAN DOCUMENTS. The
Non Conforming  Loan and Non Conforming Loan Documents are hereby amended in the
following respects:

          a.  NOTICE  PROVISIONS..  Any  notices to Lender  pursuant  to the Non
Conforming Loan Documents shall be made as follows:

          If to Lender:  Litchfield Financial Corporation
                         13701 West Jewell Avenue, Suite 200
<PAGE>
                         Lakewood, CO  80228
                         Attention: Alicia-Ann J. Duncanson, Loan Manager
                         Facsimile: (303) 985-5375

          with copy to:  Textron Financial Corporation
                         333 East River Drive
                         East Hartford, CT 06108
                         Attention: Nicholas Mecca,
                         Division President
                         Facsimile: (860) 283-9053

          and:           Textron Financial Corporation
                         40 Westminster Street
                         Providence, RI 02903
                         Attention: Legal Department
                         Facsimile: (401) 621-5040

          with copy to:  James E. Brown, Esq.
                         James E. Brown & Associates, P.C.
                         1350 17th Street, Suite 306
                         Denver, CO  80202
                         Facsimile: (303) 825-2828

          b.  CROSS-COLLATERALIZATION AND CROSS DEFAULT.. The collateral pledged
for the Non  Conforming  Loan also  collateralizes  the Global Loan,  the Kohl's
Ranch Loan, the Combination  Loan and any other loan or obligation now or in the
future  from the ILX  Entities,  their  affiliates,  or any of them,  to Lender.
Likewise,  the  collateral  pledged to secure the Global Loan,  the Kohl's Ranch
Loan, the Combination Loan, or any other obligation now or in the future owed by
the ILX  Entities,  or any of them,  or any of their  affiliates  to Lender also
collateralizes  the Non  Conforming  Loan.  Subject to the  provisions set forth
above in paragraph 4.e.  concerning the application of release fees,  Lender may
apply the collateral or proceeds  thereof it receives to any of the  obligations
collateralized thereby, in Lender's sole discretion. Likewise, the occurrence of
an Event of Default under the Non Conforming  Loan shall  constitute an Event of
Default under the Global Loans,  the Kohl's Ranch Loan, the Combination Loan and
any other loan or obligation now or in the future, from the ILX Entities,  their
affiliates,  or any of them to Lender,  and an Event of Default under the Global
Loan,  the  Kohl's  Ranch  Loan,  the  Combination  Loan,  or any other  loan or
obligation now or in the future from the ILX Entities, their affiliates,  or any
other of them, to Lender,  shall be an Event of Default under the Non Conforming
Loan.

     9. GOVERNING LAW AND VENUE.  This Amendment shall be construed and enforced
according to the laws of the State of Colorado.  The parties stipulate and agree
that the  exclusive  jurisdiction  and venue for any dispute  arising under this
Amendment,  the Kohl's Ranch Loan Documents, the Combination Loan Documents, the
Global Loan Documents,  or any other Loan Document shall be in Jefferson County,
Colorado.  Provided,  however,  that  nothing  herein  shall  preclude  Lender's
institution  of  proceedings in the State of Arizona or any other state in which
any ILX Entity or affiliate maintains offices, facilities or assets.

     10. EXCLUSIVE RIGHT TO FINANCE. ILX hereby grants Lender and its successors
and assigns the following exclusive rights to provide financing to The Greens of
Las Vegas Golf Center as follows:

          a.   RECEIVABLES   FINANCING..   The  exclusive   right  to  purchase,
hypothecate or otherwise  finance all timeshare  sales,  club membership  sales,
receivables generated, originated or otherwise owned by the ILX Entities, or any
of them, or their successors,  assigns,  or any of their affiliated entities and
originated at The Greens of Las Vegas Golf Center.

     Provided,  however,  that the foregoing provisions shall not require Lender
to provide any such financing, and any such financing shall be evidenced only by
subsequent  written agreement  between the parties,  and shall be subject to the
<PAGE>
approval  of Lender and its Credit  Committee,  in their sole  discretion.  And,
provided further,  that if Lender  acknowledges in writing that Lender is unable
or  unwilling  to provide  the  above-described  financing,  ILX may obtain said
financing from other sources.

     11. MISCELLANEOUS.

          a.  WAIVER..  No waiver by Lender of any  default or breach by the ILX
Entities or any of them hereunder or under the other Loan  Documents  referenced
herein  shall be implied  from any  omission by Lender to take,  or any delay in
taking,  action on account of such default other than the default expressly made
the subject of the waiver and any such express  waiver  shall be operative  only
for the time and to the extent therein stated. Any waiver of any covenant,  term
or  condition  contained  herein  shall  not be  construed  as a  waiver  of any
subsequent  breach of the same  covenant,  term or  condition.  The  consent  or
approval by Lender to or of any act by the ILX Entities or any of them requiring
further  consent or approval shall not be deemed to waive or render  unnecessary
the consent or approval to or of any  subsequent  similar  act.  Notwithstanding
anything set forth herein to the  contrary,  if no notice of a default or waiver
is required  hereunder  and none has been given,  Lender  shall not be deemed to
have  waived  any  rights  which  it may have  hereunder  until  seven  (7) days
following  receipt by it of written  notice from the ILX Entities or any of them
alerting  Lender  to the fact that the time for  exercising  any right or remedy
hereunder has elapsed without  exercise thereof and such time for exercise shall
automatically be extended to seven (7) days following  notice,  said right shall
conclusively  be deemed  to have  been  waived  by  Lender.  The  intent of this
paragraph  is to avoid  unintentional  waivers  by Lender  of any of its  rights
hereunder.

          b. NO DUTY OF LENDER.  Nothing in this Amendment shall impose or imply
any duty or obligation whatsoever upon Lender, and Lender shall be under no duty
to take any action to  preserve  rights of the ILX  Entities or any of them with
respect  to any of the  security  held by Lender  for the  Obligations.  The ILX
Entities  or any of them  waive  any  and  all  impairment  of  recourse  and/or
impairment of collateral  defenses which it may possess  against the Lender.

          c. SURVIVAL. The warranties,  representations and agreements set forth
herein survive the closing hereof.

          d. MERGER.  This  Amendment  represents  the  culmination of all prior
negotiations,  representations,  and agreements between the parties with respect
to the  purchase  and sale  contemplated  hereby.  All such prior  negotiations,
representations, and agreements are merged herein.

          e. PREPARATION OF AMENDMENT.. The parties hereto acknowledge that this
Amendment has been  negotiated  and prepared in an arms-length  transaction  and
that both Lender and the ILX Entities and each of them have  negotiated  all the
terms contained herein. Accordingly,  the parties agree that neither party shall
be  deemed  to have  drafted  the  Amendment  and  the  Amendment  shall  not be
interpreted against any party as the draftsman.

          f. OTHER ACTS AND DOCUMENTS. The parties agree to undertake such other
acts and execute such other  documents as may be reasonably  necessary to effect
the purpose and intent of this Amendment.

          g. ADVICE OF COUNSEL.  Each party  acknowledges to the other that such
party has been advised by legal counsel in connection  with the  negotiation and
execution  of this  Amendment  and that  each  party  understands  the terms and
conditions  contained  herein  and that each has  entered  into  this  Amendment
voluntarily.

          h. JURY WAIVER. THE ILX ENTITIES AND EACH OF THEM HEREBY KNOWINGLY AND
VOLUNTARILY  WAIVE  THEIR  RIGHT TO A JURY TRIAL IN THE EVENT OF ANY  DISPUTE OR
LITIGATION ARISING HEREUNDER OR UNDER ANY LOAN DOCUMENT OR ANY DOCUMENT EXECUTED
IN CONNECTION THEREWITH.

          i. COUNTERPARTS.  This Amendment may be executed in counterparts, each
of which shall  constitute an original,  but all of which taken  together  shall
constitute one and the same instrument.
<PAGE>
          j. FACSIMILE DELIVERY.  Counterparts of this Amendment may be executed
by facsimile signature, which shall be effective upon delivery of a copy of this
Amendment bearing said facsimile signature.

     IN WITNESS WHEREOF the parties hereto have set their hands and seals on the
day and date appearing above intending to be legally bound.


                                      ILX ENTITIES:
                                      ILX RESORTS INCORPORATED


                                      By:_______________________________________
                                         Joseph P. Martori, Chairman

                                      LOS ABRIGADOS PARTNERS LIMITED PARTNERSHIP


                                      By:_______________________________________

                                      Its:______________________________________

                                      PREMIERE DEVELOPMENT INCORPORATED


                                      By:_______________________________________

                                      Its:______________________________________
<PAGE>
                                      ILE SEDONA INCORPORATED


                                      By:_______________________________________

                                      Its:______________________________________

                                      VCA TUCSON INCORPORATED


                                      By:_______________________________________

                                      Its:______________________________________

                                      VCA SOUTH BEND INCORPORATED


                                      By:_______________________________________

                                      Its:______________________________________

                                      VCA NEVADA INCORPORATED


                                      By:_______________________________________

                                      Its:______________________________________


                                      LENDER:

                                      LITCHFIELD FINANCIAL CORPORATION


                                      By:_______________________________________

                                      Its:______________________________________

                                       4