EXHIBIT 10.1(a)

                     AMENDMENT TO GOLF FACILITIES AGREEMENT

     This Amendment is entered into this 31 day of October,  1997 by SEDONA GOLF
RESORT,  L.C., an Arizona limited liability company ("SGR") and UP SEDONA, INC.,
an Arizona corporation ("Hotel Owner"). For good an valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  SGR and Hotel Owner
hereby amend that Golf Facilities Agreement dated December 19, 1996 as follows:

     1. HOTEL  GUEST  DEFINITION.  Section  2.2 of the  Agreement  is amended to
provide  that the  definition  of Hotel Guest shall also include the owner(s) of
hotel  condominium  units  ("Unit  Owners")  within the Hotel,  irrespective  of
whether the Unit Owners are then registered in the Hotel. All tee times for Unit
Owners  shall be made  through the Hotel in the same manner as made by the Hotel
for  Hotel  Guests,  and  subject  to the  same  restrictions  set  forth in the
Agreement.  In any event,  the total  number of Hotel Guest Rounds in a calendar
year shall not exceed  forty  percent  (40%) of the prior  calendar  years total
rounds.  Hotel Guest Rounds include all players in any  tournament  scheduled by
the Hotel regardless of whether such player is actually staying at the Hotel.

     2.  MISCELLANEOUS.  All  capitalized  terms not  otherwise  defined in this
Amendment  shall  have the same  meaning  as set  forth in the  Agreement.  This
Amendment may be executed in counterparts.

     3.  NO OTHER  AMENDMENTS.  Except  as  hereby  amended,  all  terms  of the
Agreement shall remain in full force and effect.

     IN WITNESS  WHEREOF,  this  Amendment has been entered into effective as of
the day and year first set forth above.

"SGR"                                    "HOTEL OWNER"

SEDONA GOLF RESORT, L.C., an             UP SEDONA, INC., an Arizona corporation
Arizona Limited Liability company

By:  SunCor Development Company, an      By: /s/ Elias D. Setton
     Arizona corporation, its Managing      ------------------------------------
     Member                              Its: Vice President, Hotel Development
                                             -----------------------------------
By: /s/ Tom Patrick
   -----------------------------------

Its: Vice President
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