When Recorded, Return to:
VCA Tucson Incorporated
Attn: General Counsel
2777 E. Camelback Road
Phoenix, AZ 85016

                        ASSIGNMENT OF CONTRACT FOR SALE

         This Assignment of Contract for Sale ("Assignment") is made and entered
into as of the 17 day of  July,  1995,  by and  between  ILX  Incorporated,  an
Arizona  corporation  ("Assignor"),  and VCA  Tucson  Incorporated,  an  Arizona
corporation ("Assignee").

RECITALS:

         A.  Assignor is Buyer under that  certain  Contract for Sale dated June
16, 1995, and recorded July 13, 1995, in the office of the Pima County  Recorder
at Docket  10084,  Page 1919 (the  "Contract  for  Sale"),  wherein  the City of
Tucson,  a Municipal  corporation,  as Seller,  has agreed to sell  certain real
property to Buyer upon certain terms and conditions.

         B. Assignee is a wholly-owned subsidiary of Varsity Clubs of
America Incorporated, an Arizona corporation, which in turn is a
wholly-owned subsidiary of Assignor.

         C. Assignor and Assignee desire that Assignee become the Buyer
under the Contract for Sale.

AGREEMENT:

         Assignor  hereby  assigns  to  Assignee  all of its  right,  title  and
interest as Buyer under the Contract for Sale,  and Assignee  hereby assumes all
obligations of Assignor as Buyer thereunder.


ASSIGNOR:                                    ASSIGNEE:

ILX Incorporated                             VCA Tucson Incorporated

By: /s/ Joseph P. Martori                    By: /s/ Samuel L. Ciata
    ---------------------                        --------------------
        Joseph P. Martori                            Samuel L. Ciata

Its: Chairman                                Its: Vice President
     -------------------                          -------------------


STATE OF ARIZONA           )
                           ) ss
COUNTY OF PIMA             )

This  instrument  was  acknowledged  before me this 17 th day of July,  1995, by
Joseph P. Martori as Chairman of ILX  Incorporated and by Samuel L Ciata as Vice
President of VCA Tucson Incorporated.
                                                 /s/Stephanie D. Castronova
                                                 ---------------------------
                                                         Notary Public

APPROVAL OF ASSIGNMENT

The foregoing Assignment of Contract for Sale is hereby approved.

City of Tucson

By:  /s/ Illegible
     ---------------------------

Its: Real Estate Administrator
     ---------------------------

         Attest:  /s/ Illegible 7/18/95
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         Title:  Negotiations Coordinator
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