SECOND AMENDMENT TO LEASE

                          INDIAN WELLS PARTNERS, LTD.

                             LOS ABRIGADOS PARTNERS



         This  Second  Amendment  to Lease is made by and between  INDIAN  WELLS
PARTNERS, LTD., a California limited partnership ("Landlord"), and LOS ABRIGADOS
PARTNERS LIMITED PARTNERSHIP,  an Arizona limited partnership ("Tenant"),  to be
effective on the 31st day of March, 1994.


         WHEREAS,  Landlord  and Tenant  entered into a Lease  Agreement,  dated
December 21, 1992, of real property (including 667 timeshare memberships related
thereto) at the Los Abrigados Resort, Sedona, Arizona (the "Lease");


         WHEREAS,  the parties  amended the Lease  pursuant to an  Amendment  to
Lease dated effective January 1, 1993; and


         WHEREAS,  the  parties  desire to further  amend the Lease as set forth
below;


         NOW, THEREFORE,  for good and valuable  consideration in hand received,
the  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:


         1.  Paragraph  1 of the  Lease is hereby  amended  in its  entirety  as
follows:

         1. TERM:  The term of this Lease  commenced  on the 1st day of January,
         1993 and shall continue through the 30th day of June, 1997.


         2.  Paragraph  3 of the Lease is  hereby  amended  to delete  the first
sentence in its entirety and to replace it with the following:

         Tenant  agrees  to pay  Landlord  base  rent at the  rate  of  FOURTEEN
         THOUSAND DOLLARS ($14,000) per month commencing April 1, 1994.


         3. The remainder of the Lease (as previously  amended) is unamended and
continues in full force and effect.


         Dated as of the day above written.



TENANT:                              LANDLORD:

LOS ABRIGADOS PARTNERS LIMITED       INDIAN WELLS PARTNERS, LTD.,
PARTNERSHIP, an Arizona limited      a California limited partnership
partnership

By: ILE Sedona Incorporated,
    an Arizona corporation,          By:     Lawrence S. Held
    Managing General Partner             -------------------------------
                                               Lawrence S. Held
                                          Its:  General Partner

By:  Joseph P. Martori
     --------------------------

Its: President
     --------------------------