Exhibit 10.1


                          THE GREENS OF LAS VEGAS, INC.

                           MEMORANDUM OF UNDERSTANDING

                                DECEMBER 28, 2001

     This  Memorandum  of  Understanding  (the "MOU") sets forth the terms of an
agreement  by and among The  Greens of Las  Vegas,  Inc.,  a Nevada  corporation
("GOLV"),  Sedona Worldwide  Incorporated,  an Arizona corporation ("SDWW"), ILX
Resorts  Incorporated,  an Arizona  corporation  ("ILX"),  Jim Ball ("Ball") and
Eddie Heinen ("Heinen"),  to finance the construction of GOLV's putting facility
in Las Vegas and for general working capital.

     1. TRANSACTION OUTLINE.

          1.1 AMOUNT TO BE RAISED.  The  parties  agree to use their  mutual and
respective  best  efforts,  as described  below,  to raise up to $5.5 million in
equity  financing for GOLV, as outlined in this MOU, to finance the construction
of the putting  facility in Las Vegas and for general working capital (the "GOLV
Capital").

          1.2  REORGANIZATION.  In order to raise the GOLV Capital,  the parties
have agreed in principal to a plan of reorganization pursuant to which SDWW will
issue  shares of its  common  stock at the  closing of the  Reorganization  (the
"Closing")  to  GOLV  (the  "GOLV  Shares")  in  a  stock-for-assets,   tax-free
reorganization (the  "Reorganization").  On January 2, 2002, SDWW shall transfer
all of the assets  relating  to its  "Sedona  Spa"  business,  inclusive  of the
proceeds  of  the  "Initial  Ball  Shares",  to  ILX  in  consideration  of  the
forgiveness  of any and all of SDWW's  indebtedness  to ILX,  with the intention
that on January 2, 2002,  and at the  Closing,  SDWW shall be a "shell  company"
with no material assets or liabilities.  The Closing will be contingent upon the
consummation  of  certain  of the items  set  forth in  Section 1 of this MOU to
insure that the GOLV Capital is raised in  connection  with the  Reorganization.
Upon the Closing, SDWW will change its name to "Greens Worldwide,  Inc." or such
other name as the parties agree to use.  Hereinafter,  SDWW after the Closing of
the Reorganization shall be referred to as "'GWWI."

          1.3 $4.0 MILLION SALE OF COMMON STOCK.  Upon the Closing,  GWWI agrees
to sell 32.0  million  shares of its common  stock (the "New  Shares")  for $4.0
million  cash.  Purchasers  of the New Shares  will  deposit  good funds into an
escrow account established by the mutual agreement of the parties (the "Escrow")
on or before March 31, 2002 (the "Closing Date") with  irrevocable  instructions
to the Escrow agent to pay for such Shares  contingent only upon the Closing and
the purchase of the ILX Shares (as defined in Section 1.5 below). The deposit by
the  purchasers  of the New  Shares of good  funds for the  purchase  of the New
Shares and the approval of the Escrow  arrangements  for the purchase of the New
Shares,  by SDWW, ILX and GOLV shall be a condition  precedent to the Closing of
the Reorganization.

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          1.4 $1.0 MILLION SALE OF COMMON STOCK TO ILX.  Upon the Closing,  GWWI
agrees to sell 8.0 million  shares of its common stock (the "ILX Shares") to ILX
or its  affiliates  ("ILX") for $1.0 million  cash.  ILX will deposit good funds
into the Escrow on or before the Closing Date with  irrevocable  instructions to
the Escrow agent to pay for the ILX Shares contingent only upon the Closing, the
completion of the other  transactions  described herein, and the purchase of the
New Shares.  The deposit by ILX of good funds for the purchase of the ILX Shares
and the approval of the Escrow  arrangements  for the purchase of the ILX Shares
by SDWW,  ILX and GOLV  shall be a  condition  precedent  to the  Closing of the
Reorganization.

          1.5 PURCHASE OF SHARES BY BALL;  EMPLOYMENT AGREEMENT WITH BALL, GRANT
OF OPTION TO BALL.

               1.5.1 On or before January 2, 2002, Ball shall purchase from SDWW
1.0 million shares of originally  issued SDWW shares (the "Initial Ball Shares")
at a cash purchase  price of $.08 per share.  On or before March 31, 2002,  Ball
shall purchase an additional 7.0 million shares of originally issued SDWW Shares
(the  "Supplemental  Ball  Shares")  at a purchase  price of $.0714 per share in
exchange for a full recourse  promissory  note (the "Note") to SDWW from Ball in
the  amount  of  Five  Hundred  Thousand  Dollars  ($500,000),  upon  terms  and
conditions  acceptable  to  Ball  and  ILX  and  secured  by  a  pledge  of  the
Supplemental Ball Shares.

               1.5.2  Upon the  Closing,  SDWW shall  enter  into an  employment
agreement  with Ball providing for his SERVICE to SDWW, the terms of which shall
be  approved  in writing by the  parties  hereto  and its  execution  shall be a
condition precedent to the Closing.

               1.5.3 In connection with the Reorganization,  ILX will grant Ball
and Heinen an option to purchase  2,000,000 and 1,000,000 shares,  respectively,
of SDWW owned by ILX at an initial  exercise price of $.125 per share (the "Ball
and Heinen  Options"),  which  price  shall  increase at the rate of ten percent
(10%) per annum from the date of the Closing  until the date of exercise.  Other
terms of the Ball and Heinen  Options,  including  but not limited to provisions
for vesting,  exercise, and expiration,  shall be approved by the parties hereto
prior to the Closing.

          1.6 GWWI BOARD COMPOSITION.  At the Closing, the Board of Directors of
GWWI shall take such  action as may be  necessary  to duly elect and appoint the
following persons as members of the Board of GWWI:

                   Joseph P. Martori, Sr. or Other ILX Nominee
                   James Ball
                   Pat McGroder or Other ILX Nominee
                   Eddie Heinen
                   Other GOLV Nominee

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          1.7 GWWI  OFFICERS.  At the  Closing,  the Board of  Directors of GWWI
shall  take such  action as may be  necessary  to duly  elect  and  appoint  the
following persons as the officers of GWWI:

           James Ball, Chairman of the Board, Chief Executive Officer
           Eddie Heinen, President, Chief Operating Officer
           ___________, Secretary

As soon as  practicable  after the Closing,  the Board of Directors will elect a
Chief Financial Officer for GWWI. Any amendments to the Bylaws of GWWI necessary
to effect the foregoing elections shall be accomplished as of the Closing.

          1.8 $500,000 SALE OF STOCK TO GOLV STOCKHOLDERS. Prior to the Closing,
GOLV will be entitled to sell up to  5,000,000  shares of GOLV common stock at a
price of $.10 per share (the "Private Placement Shares").

          1.9  LOCK-UP  AND  REGISTRATION  RIGHTS  AGREEMENT.  As an  additional
condition to the Closing,  ILX, Ball, Heinen, Scott Ludian, Steve Fink, and Matt
Pearson  will enter into a lock-up and  registration  rights  agreement  with an
effective date immediately after the Closing in a form approved,  executed,  and
deposited in the Escrow by the parties hereto prior to the Closing.

     2. DUE DILIGENCE.  The parties and their respective agents,  attorneys, and
representatives  have had full and free  access to the  properties,  books,  and
records of SDWW and GOLV for due diligence purposes.

     3. GOOD FAITH  NEGOTIATIONS.  The parties  agree to negotiate in good faith
with respect to such additional  terms and conditions as are usual and customary
in transactions such as the Reorganization and the raising of the GOLV Capital.

     4.  EXPENSES.  Each party shall pay for its own legal and  accounting  fees
related to this MOU and the  Reorganization.  GOLV shall bear the cost of having
its  counsel  draft  the  required   documents  and  agreements  to  effect  the
consummation  of the  Reorganization  and the  raising of the GOLV  Capital,  no
portion of which shall be borne by SDWW or GWWI.

     5. CONDUCT OF BUSINESS  PENDING THE CLOSING.  Prior to the  consummation or
termination of the  Reorganization and the sale of shares of GWWI, GOLV and SDWW
will conduct their respective businesses only in the ordinary course and none of
their respective assets relating to their respective businesses shall be sold or
disposed of except in the ordinary course of business or as contemplated by this
MOU and/or the  Reorganization.  The parties  agree that prior to the Closing or
the  termination  of this MOU,  neither  GOLV nor SDWW shall,  other than as set
forth above in this MOU,  issue  additional  securities or rights to acquire any
securities  without  the consent of the other  parties to this MOU.  The parties
also agree that neither SDWW nor GOLV shall incur any  additional  indebtedness,
except in the ordinary course of business.

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     6.  REPRESENTATIONS OF SDWW. SDWW shall make the following  representations
and  warranties to GOLV and the other  parties  hereto,  in connection  with the
Reorganization, which shall survive the Closing of the Reorganization:

          6.1 SDWW is a corporation duly organized, validly existing and in good
standing  under the laws of Arizona,  has the  corporate  power and authority to
own, lease and operate its properties and assets and to carry on its business as
it is now contemplated to be conducted in connection with the Reorganization.

          6.2 SDWW has the requisite  power and authority to enter into this MOU
and the  agreements  contemplated  by the  Reorganization  and to carry  out its
obligations  under the  agreements  as  contemplated  hereby.  The execution and
delivery  of this  MOU and the  consummation  of the  transactions  contemplated
hereby have been duly and validly  authorized  and no other  proceedings  on the
part  of  SDWW  are  necessary  to  authorize  the  MOU  and  the   transactions
contemplated  by the MOU.  Except for required  present or future  filings under
state and federal securities laws, no authorization,  consent or approval of, or
filing that has not been duly made with, any governmental body or authority, and
no  authorization,  consent or approval of any third party, is necessary for the
consummation by SDWW of the transactions contemplated by this agreement.

          6.3 The execution and delivery of the MOU and the  consummation of the
transactions  contemplated by the Reorganization and compliance with their terms
does not as of the date of this  MOU,  and  will  not as of the  Closing  of the
Reorganization,  (i) conflict  with, or result in any violation of any provision
of, the Articles of  Incorporation  or Bylaws of SDWW,  (ii) violate or conflict
with, or result in a breach or termination  of or default under,  any agreement,
instrument,  license,  judgment,  order,  decree,  statute,  law  or  regulation
applicable to SDWW, or (iii) result in the creation or imposition of any lien on
any asset of SDWW.

          6.4 No material action, suit or proceeding is pending, or, to the best
of SDWW's knowledge,  is threatened  against SDWW at law or in equity, or before
any national,  state,  municipal or other governmental  department,  commission,
board, bureau, agency or instrumentality.

          6.5 SDWW agrees to make such additional  representations,  warranties,
and covenants in the connection with the  Reorganization  as are customary for a
transaction of the type contemplated.

     7.  REPRESENTATIONS OF GOLV. GOLV makes the following  representations  and
warranties to SDWW and the other parties hereto, which shall survive the Closing
of the Reorganization:

          7.1 GOLV is a corporation duly organized, validly existing and in good
standing under the laws of Nevada, has the corporate power and authority to own,
lease and operate its  properties  and assets and to carry on its business as it
is now contemplated to be conducted in connection with the  Reorganization,  and
at the Closing will be duly  qualified  to do business  and in good  standing in
each  jurisdiction  in which its  ownership or leasing of its  properties or the
conduct of its business will require such qualification.

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          7.2 GOLV has good and marketable  title to its assets,  free and clear
of any claim,  mortgage,  pledge,  lien or encumbrance of any kind created by or
deriving from its businesses or any third parties.

          7.3 GOLV has the requisite  power and authority to enter into this MOU
and the  agreements  contemplated  by the  Reorganization  and to carry  out its
obligations the agreements as contemplated hereby. The execution and delivery of
this MOU and the consummation of the transactions  contemplated hereby have been
duly and validly  authorized  and no other  proceedings  on the part of GOLV are
necessary to authorize  the MOU and the  transactions  contemplated  by the MOU.
Except for required present or future filings under state and federal securities
laws, no authorization, consent or approval of, or filing that has not been duly
made with, any governmental body or authority, and no authorization,  consent or
approval of any third party,  is necessary for the  consummation  by GOLV of the
transactions contemplated by this agreement.

          7.4 The execution and delivery of this MOU and the consummation of the
transactions  contemplated by the Reorganization and compliance with their terms
does not as of the date of this  MOU,  and  will  not as of the  Closing  of the
Reorganization,  (i) conflict  with, or result in any violation of any provision
of, the Articles of  Incorporation  or Bylaws of GOLV,  (ii) violate or conflict
with, or result in a breach or termination  of or default under,  any agreement,
instrument,  license,  judgment,  order,  decree,  statute,  law  or  regulation
applicable to GOLV, or (iii) result in the creation or imposition of any lien on
any asset of GOLV.

          7.5 No material action, suit or proceeding is pending, or, to the best
of GOLV's knowledge,  is threatened  against GOLV at law or in equity, or before
any national,  state,  municipal or other governmental  department,  commission,
board, bureau, agency or instrumentality.

          7.6 GOLV agrees to make such additional  representations,  warranties,
and covenants in the connection with the  Reorganization  as are customary for a
transaction of the type contemplated.

     8.  CONFIDENTIALITY.  The parties  acknowledge  that they hereby enter into
mutual non-disclosure and confidentiality agreements preventing the parties from
disclosing  and  requiring  the  parties  to  maintain  the  confidentiality  of
proprietary  business and technical  information  relating to the other parties.
Except  as  required  by law,  in the  reasonable  opinion  of their  respective
attorneys,  the parties  agree not to disclose any  information  concerning  the
Reorganization to anyone other than their legal counsel, financial advisors, and
other  professionals  working on the  Reorganization  without the consent of the
other parties, which consent will not be withheld unreasonably.

     9. 2002 ANNUAL  MEETING OF SDWW  STOCKHOLDERS.  The parties agree that SDWW
will convene its annual meeting of its stockholders as soon as practicable after
the Closing,  but not later than August 31, 2002,  if so determined by the Board
of  Directors  of GWWI after the  Closing,  to vote on the  approval  of (i) the
reincorporation  of SDWW in the State of Nevada,  and (ii) a reverse stock split
of SDWW's  outstanding  shares at a ratio recommended by such Board of Directors
to facilitate  the  qualification  of the  Company's  common stock on the Nasdaq
Small Cap Market and such other  matters as such Board of  Directors  shall deem
necessary and/or advisable.

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     10.  ADDENDUM.  The  Addendum  attached  hereto  as  Exhibit  "A" is hereby
incorporated into this MOU by reference.

     11.   MISCELLANEOUS.   This  MOU  constitutes  the  entire   agreement  and
understanding of the parties hereto with respect to the matters and transactions
contemplated  hereby and  supersedes  all prior  agreements  and  understandings
whatsoever  relating to such  matters  and  transactions  between  the  parties.
Neither  this MOU nor any term  hereof may be  changed,  waived,  discharged  or
terminated  orally,  but only by an  instrument  in writing  signed by the party
against whom  enforcement  of the change,  waiver,  discharge or  termination is
sought.

     12.  GOVERNING  LAW.  This  MOU  shall  be  governed  by and  construed  in
accordance  with the laws of the State of Arizona without regard to the conflict
of laws provisions thereof.

     13.  ARBITRATION.  Any dispute between the parties  concerning the terms of
this MOU shall be resolved  through  binding  arbitration in accordance with the
commercial  arbitration  rules of the  American  Arbitration  Association  to be
conducted in Las Vegas,  Nevada.  The prevailing  party in any such  arbitration
shall be entitled to recover its  reasonable  attorneys  fees and costs from the
other party.

     14. BINDING NATURE.  The parties  acknowledge and agree that this MOU shall
be binding on the parties.  However,  the parties acknowledge their intention to
enter into additional agreements in connection with the Reorganization that will
include the terms and conditions of this MOU and such other terms and conditions
as are  customary  in a  transaction  such as the  Reorganization  and as may be
agreed upon by the  parties.  The  undersigned  parties  agree to use their best
efforts to draft definitive  Reorganization  and other agreements  incorporating
the terms of this MQU into such other  agreements  as may be  required to effect
the intents and purposes outlined herein.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK. THE SIGNATURE PAGE FOLLOWS.)

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THE GREENS OF LAS VEGAS, INC.

By: ________________________________
    Eddie Heinen, President

Date:_______________________________


SEDONA WORLDWIDE INCORPORATED

By: ________________________________
    Mia A. Martori, President

Date:_______________________________


ILX Resorts Incorporated

By: ________________________________
    Joseph P. Martori, Chairman

Date:_______________________________

By: ________________________________
    Jim Ball

Date:_______________________________

By: ________________________________
    Eddie Heinen

Date:_______________________________

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