GENERAL BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

 Exhibit 10.44

            GENERAL BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

     For good and valuable  consideration,  the receipt and sufficiency of which
are hereby acknowledged,  SEDONA WORLDWIDE INCORPORATED,  an Arizona corporation
("Seller"), hereby grants, bargains, sells, transfers, conveys, assigns and sets
over unto ILX RESORTS INCORPORATED, an Arizona corporation ("Buyer") any and all
of Seller's right,  title and interest in and to all personal  property and real
property of Seller, whether tangible or intangible,  including,  but not limited
to, cash, accounts receivable,  inventory,  furniture,  furnishings,  equipment,
fixtures,  improvements,  trademarks,  tradenames and all intellectual  property
assets  owned or used by  Seller in the  conduct  of its  business  prior to the
effective date of this agreement (the foregoing being  collectively  referred to
herein as the  "Property,"  which shall include  without  limitation  all of the
assets set forth on the Balance Sheet,  dated as of December 31, 2001,  attached
hereto as Exhibit "A").

     TO HAVE AND TO HOLD the property  unto Buyer,  its  successors  and assigns
forever. Seller hereby represents and warrants to Buyer that Seller is the owner
of the Property and has full right and authority to sell,  assign,  transfer and
convey the Property unto Buyer; and Seller shall warrant and defend the title to
the Property being conveyed hereby to Buyer against all claims by others.

     Buyer  assumes  and agrees to pay and  perform,  when due,  all of Seller's
obligations  with respect to the Property or as otherwise  described  and/or set
forth as "Liabilities" on Exhibit "A".

     In  addition  to the acts and  agreements  of Seller  and  Buyer  described
herein,  Seller and Buyer  shall  perform,  execute  and  deliver or cause to be
performed,  executed and  delivered  any and all further acts and  agreements as
either  party  hereto  may  reasonably  request of the other to  consummate  the
transactions contemplated herein.

     Seller  will make  available  to Buyer all of  Seller's  files and  records
relating to the Property,  without  representation or warranty as to the content
thereof, except as otherwise specifically provided herein.

                         DATED as of the 2nd day of January, 2002

                              SEDONA WORLDWIDE INCORPORATED,
                              an Arizona corporation

                              By:_________________________________
                                 Mia A. Martori, President

                                   ACCEPTANCE

     Assignee hereby accepts the foregoing transfer and assignment,  and assumes
all obligations,  duties,  responsibilities and liabilities  associated with the
Property or as otherwise  described and or set forth as "Liabilities" on Exhibit
"A".

                         DATED as of the 2nd day of January, 2002

                              ILX RESORTS INCORPORATED

                              By:_________________________________
                                 Joseph P. Martori, Chairman 

Basic Info X:

Name: GENERAL BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Type: Assumption Agreement
Date: April 1, 2002
Company: ILX RESORTS INC
State: Arizona

Other info: