[ILX LETTERHEAD]

August 5, 1996

VIA FACSIMILE AND FEDERAL EXPRESS
- ---------------------------------
Investor Resource Services, Inc. ("IRS")
Universal Solutions, Inc.  ("USI")
     Attn:  Dick Fixaris
7457 Aloma Ave. Suite 302
Winter Park, FL 32792

Re:  Option Agreements

Dear Dick:

Reference  is made to the two Option  Agreements  both dated as of June 2, 1995,
between  ILX   Incorporated  and  IRS  and  between  ILX  Incorporated  and  USI
respectively.  This letter, when executed by all parties,  shall serve to modify
both Option  Agreements  so that  Section 2 of each is amended  and  restated as
follows

          2. Term.  The term of this Option (the "Option  Term") shall  commence
     upon the date hereof and shall  terminate 120 days after the effective date
     of any registration under Section 7(b) of the Consulting  Agreement or June
     1, 1997,  whichever is earlier. Any Notice that is given by Optionee to the
     Company  during the Option  Term  shall be valid  notwithstanding  that the
     delivery of the Option Shares purchased may take place after the expiration
     of the Option Term.

In consideration for such extension,  IRS and USI (collectively) hereby elect to
exercise the Options  with  respect to 100,000  shares of Common Stock and shall
tender the purchase  funds therefor at our offices on or before August 15, 1996.
Simultaneously  with the tender of your cashier's check(s)  totalling  $125,000,
you will indicate the breakdown of said exercise between IRS and USI.

Please  indicate  the  acceptance  and  agreement  as to the above by having the
original of this letter appropriately  executed and returned to me via overnight
express. If you have any questions, please don't hesitate to contact me.

Very truly yours,


/s/ Samuel L. Ciatu
- -------------------
Samuel L. Ciatu
Senior Vice President
and General Counsel

ACCEPTED AND AGREED TO:
- -----------------------

INVESTOR RESOURCE SERVICES, INC.

     By:  /s/ Daniel D. Starczewski
          -------------------------
     Title:  President
             ----------------------

UNIVERSAL SOLUTIONS, INC.

     By:  /s/ Chuck S. Arnold
          -------------------------
     Title:  President
             ----------------------