STOCK TRANSFER AGREEMENT

 STOCK    TRANSFER     AGREEMENT
                                                 between EVEREN Securities, Inc.
                                                 ("EVEREN") and ILX Incorporated
                                                 (the "Company").

R E C I T A L S:

       A. EVEREN and the Company have entered a letter agreement  effective July
1st,  1997 (the  "Letter  Agreement").  Pursuant  to the Letter  Agreement,  the
Company is to transfer to EVEREN 60,000 shares of the Company's  common stock on
each of August 1st, 1997 and February 1, 1998 (collectively, the "Stock").

       B. EVEREN and the Company  intend that the transfer of the stock from the
Company to EVEREN qualify as a transaction by an issuer not involving any public
offering  pursuant to Section 4(2) of the Securities Act of 1933 as amended (the
"Act") and, at the Company's election, Rule 506 promulgated under the Act.

       In  consideration of the above premises,  the promises  contained in this
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which the parties acknowledge, the parties agree as follows:

A G R E E M E N T:

       1.  Representations.

             (i) EVEREN has been provided  with or has full and complete  access
and opportunity to obtain (i) all available information  concerning the Company,
and to evaluate the merits and risks of an  investment  in the stock and (ii) to
ask questions of, and receive  satisfactory answers from, the Company concerning
the terms and conditions of the stock and the Company.  Any questions  raised by
EVEREN  concerning  the  stock  and  the  Company  have  been  answered  to  the
satisfaction of EVEREN. Consequently, EVEREN has reached EVERN's own conclusions
as to the  viability of the Company.  EVEREN's  decision to acquire the Stock is
based solely on the  representations  of the Company contained herein and on the
answers to such  questions as EVEREN has raised with the Company  concerning the
transaction.

             (ii) EVERN is relying on its business and  financial  knowledge and
experience in making a decision to enter into and execute the Letter  Agreement.
EVEREN has such knowledge and experience in business and financial  matters that
EVEREN is capable of  utilizing  the  information  made  available  to EVEREN in
connection with the transactions  contemplated  hereby, of evaluating the merits
and risks of the investment in the Stock,  and of making an informed  investment
decision.

             (iii) EVEREN represents, warrants, understands and agrees that: The
Stock cannot be offered, sold, pledged,  transferred or otherwise disposed of by
EVEREN (and EVEREN will not offer, sell,  pledge,  transfer or otherwise dispose
of the Stock or attempt

to do so),  except as provided here in and except in compliance  with applicable
securities  laws; An appropriate " stop transfer" with respect to the Stock will
be noted in the Companies records; EVEREN will not sell, offer, transfer, assign
or otherwise  dispose of the Stock unless (i) the Stock is registered  under the
Act and  applicable  state  securities  laws,  and EVEREN has held the Stock for
investment  purposes pursuant to federal and state law or (ii) an exemption from
such registration is available.

             (iv) EVEREN is acquiring the Stock solely for EVEREN's own account,
as principal, for investment,  and not with a view to the distribution or resale
of, nor with any present  intention  of selling or otherwise  transferring,  the
Stock or any  interest  in the Stock.  No other  person has a direct or indirect
beneficial  interest in the Stock.  To evidence  EVEREN's  agreement to hold the
Stock being issued to EVEREN consistent with such investment  intention,  EVEREN
agrees  to the  following  legend  being  placed  on any  certificate  or  other
instrument evidencing the Stock (and agrees to the terms thereof):

             THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
             BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
             UNDER THE  SECURITIES  LAWS OF ANY  STATE.  SUCH  SHARES  HAVE BEEN
             ACQUIRED BY THE  REGISTERED  HOLDER  HEREOF FOR HIS OWN ACCOUNT AND
             NOT WITH ANY VIEW TO DISTRIBUTION AND MAY NOT BE SOLD,  OFFERED FOR
             SALE,  TRANSFERRED  OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF AN
             EFFECTIVE  REGISTRATION  STATEMENT  COVERING  SUCH SHARES UNDER THE
             SECURITIES  ACT OF 1933,  AS AMENDED,  AND UNDER  APPLICABLE  STATE
             SECURITIES  LAWS OR THE RECEIPT BY THE COMPANY OF AN OPINION OF THE
             REGISTERED  HOLDER'S  COUNSEL  (REASONABLLY   SATISFACTORY  TO  THE
             COMPANY  AND ITS  COUNSEL),  THAT SUCH  SALE,  OFFER,  TRANSFER  OR
             DISPOSITION IS EXEMPT FROM THE  REQUIREMENTS  OF THE SECURITIES ACT
             OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

Such a legend may be removed  from a  certificate  and the  Company  may issue a
certificate  without such legend if the Stock is  registered  and sold under the
Securities Act and applicable state  securities laws following  demonstration of
EVEREN's  intent to hold for  investment,  or if the  registered  holder thereof
provides the Company with an opinion of counsel (reasonably  satisfactory to the
Company and its counsel),  or an opinion of the Company's counsel, to the effect
that such sale,  offer,  transfer or other  disposition  of such the Stock maybe
made without  registration.  Such  certificates  also will be endorsed  with any
other legend that counsel for the Company  concludes is necessary to comply with
the applicable state securities laws.

       (v) EVEREN represents, warrants, understands and agrees that the Stock is
being  transferred  by the  Company in  reliance  on the  exemption  provided by
Section 4(2) of the Securities Act and provided by applicable  state  securities
acts,  on the grounds  that the  transfer  does not  involve a public  offering.
Accordingly,  EVEREN  represents and warrants that EVEREN (i) has adequate means
of  providing  for  EVEREN's  current  needs and  possible  contingencies;  (ii)
believes EVEREN's financial condition and investment portfolio are such that

the transaction contemplated herein is a suitable investment; (iii) is not under
any present necessity or constraint to dispose of EVEREN's investment to satisfy
any existing or contemplated debt or undertaking,  and has no need for liquidity
in this investment; (iv) is capable of bearing the substantial economic risks of
the  investment  in the Stock for an indefinite  period of time;  and (v) at the
present time could afford to complete loss of the investment.

             2. No Other Modifications;  Integration. Except as expressly stated
herein,  the Letter  Agreement is not amended or modified by this  Agreement and
the Letter Agreement remains in full force and effect. If any provisions of this
Agreement and the Letter  Agreement are deemed to  contradict  one another,  the
terms of the  Letter  Agreement  shall  control.  All of the terms of the Letter
Agreement are incorporated in this Agreement by this reference.

             3.  Counterparts.  This Agreement may be executed in  counterparts,
each of which shall be deemed to be an original and all of which  together shall
be deemed to be one and the same agreement.

Dated:  As of July 1st, 1997.

EVEREN Securities, Inc.

/s/ Jon K. Haahr
- ----------------
Jon K. Haahr
Managing Director

ILX Incorporated

/s/ Joseph P. Martori
- -----------------
Joseph P. Martori
Chairman of the Board 

Basic Info X:

Name: STOCK TRANSFER AGREEMENT
Type: Stock Transfer Agreement
Date: July 16, 1997
Company: ILX RESORTS INC
State: Arizona

Other info:

Date:

  • August 1st , 1997
  • February 1 , 1998
  • July 1st , 1997

Organization:

  • EVEREN Securities , Inc.

Person:

  • Jon K. Haahr
  • Joseph P. Martori