ASSUMPTION AGREEMENT
                                  (MEI/ILX/IRS)

         This  Assumption  Agreement is made effective as of January 1, 1997, by
and  between  Investor   Resource   Services,   Inc.,  a  Florida   corporation,
("Optionee"),  ILX  Incorporated,  an Arizona  corporation,  ("ILX") and Martori
Enterprises Incorporated, an Arizona corporation ("MEI").

R E C I T A L S:

         A.  Effective  January  1, 1997,  Optionee  and ILX  entered  into that
certain  Consulting  Agreement  pursuant to which ILX granted to  Optionee,  and
Optionee  received,  an option to  purchase  shares of common  stock of ILX (the
"Common Stock")  according to certain terms and conditions and in  consideration
for certain services to be rendered by Optionee to ILX.

         B. Optionee,  ILX and MEI desire that the  obligations of ILX under the
Consulting  Agreement  to sell  Common  Stock to  Optionee  be  assumed  by MEI,
effective as of January 1, 1997.

A G R E E M E N T:

         NOW, THEREFORE,  for good and valuable consideration,  receipt of which
is acknowledged, the parties agree as follows:

         1.  Assumption.  MEI hereby  assumes all  obligations  of ILX under the
Consulting  Agreement  with respect to the  obligation  to offer and sell Common
Stock to Optionee, and Optionee relieves ILX for any obligation therefor.

         2.  Continuing  Validity of  Agreements.  Except as otherwise  provided
herein,  the  Consulting  Agreement  shall  remain in full  force and  effect as
between Optionee and ILX.

         IN WITNESS  WHEREOF,  the parties  have  entered  into this  Assumption
Agreement effective as of the date first above written.

INVESTOR RESOURCE SERVICES, INC.                MARTORI ENTERPRISES INCORPORATED

By: /s/ Daniel D. Starczewski                   By: /s/ Joseph P. Martori
   ----------------------------                    -----------------------------
Name: Daniel D. Starczewski                     Name: Joseph P. Martori
     --------------------------                      ---------------------------
Title: President                                Title: Chairman
      -------------------------                       --------------------------

ILX INCORPORATED
By: /s/ Joseph P. Martori
   ----------------------------                   
Name: Joseph P. Martori
     --------------------------                   
Title: Chairman
      -------------------------                   

                              ASSUMPTION AGREEMENT
                       (MEI/ILX/TEXAS CAPITAL SECURITIES)


This  Assumption  Agreement  is made  effective  as of January  7, 1997,  by and
between Texas Capital  Securities  ("Optionee"),  ILX  Incorporated,  an Arizona
corporation,   ("ILX")  and  Martori   Enterprises   Incorporated,   an  Arizona
corporation ("MEI").

R E C I T A L S:

         A.  Effective  January  7, 1997,  Optionee  and ILX  entered  into that
certain letter  agreement (the  "Consulting  Agreement") and that certain option
agreement  (the "Option  Agreement"), pursuant to which ILX granted to Optionee,
and Optionee received,  an option to purchase shares of common stock of ILX (the
"Common Stock")  according to certain terms and conditions and in  consideration
for certain services to be rendered by Optionee to ILX.

         B. Optionee,  ILX and MEI desire that the  obligations of ILX under the
Consulting  Agreement and the Option  Agreement to sell Common Stock to Optionee
be assumed by MEI, effective as of January 7, 1997.

A G R E E M E N T:

         NOW, THEREFORE,  for good and valuable consideration,  receipt of which
is acknowledged, the parties agree as follows:

         1.  Assumption.  MEI hereby  assumes all  obligations  of ILX under the
Consulting  Agreement and the Option Agreement with respect to the obligation to
offer and sell Common  Stock to  Optionee,  and  Optionee  relieves  ILX for any
obligation therefor.

         2.  Continuing  Validity of  Agreements.  Except as otherwise  provided
herein,  the Consulting  Agreement and the Option Agreement shall remain in full
force and effect as between Optionee and ILX.

         IN WITNESS  WHEREOF,  the parties  have  entered  into this  Assumption
Agreement effective as of the date first above written.

TEXAS CAPITAL SECURITIES                        MARTORI ENTERPRISES INCORPORATED

By: /s/ Harold W. Gorden                        By: /s/ Joseph P. Martori
   ----------------------------                    -----------------------------
Name: Harold W. Gorden                          Name: Joseph P. Martori
     --------------------------                      ---------------------------
Title: V.P. By Pat Smith                        Title: Chairman
      -------------------------                       --------------------------

ILX INCORPORATED

By: /s/ Joseph P. Martori
   ----------------------------                  
Name: Joseph P. Martori
     --------------------------                  
Title: Chairman
      -------------------------