Installment Promissory Note

INSTALLMENT PROMISSORY NOTE


$150,000 February 11, 1994
Phoenix, Arizona


FOR VALUE RECEIVED, the undersigned, ILX INCORPORATED, an Arizona corporation (the "undersigned"), promises to pay to the order of ALAN R. MISHKIN and CAROL MISHKIN (collectively "Seller"), at Phoenix, Arizona, or at such other place as the holder hereof may from time to time designate, the principal sum of One Hundred Fifty Thousand Dollars ($150,000.00), together with interest thereon at the rate of 10% (ten percent) per annum (the "Note Rate"), payable in 36 equal monthly installments of principal and interest in the amount of $4,840.08 commencing on March 11, 1994, and on the 11th day of each calendar month thereafter. The entire unpaid principal balance, together with all accrued and unpaid interest thereon and other costs payable hereunder, shall be paid in full on February 11, 1997.


The undersigned acknowledges that the undersigned has agreed to the rate of interest represented by the Note Rate, and any additional charges, costs and fees arising out of or related to the transaction of which this Note is a part, to the extent deemed to be interest under applicable law.


Each and every payment due under this Note shall be made in lawful money of the United States of America and in immediately available funds, and when made shall be first applied to accrued costs, expenses and fees, if any, then to accrued interest that has not yet been added to principal, and then to the reduction of the principal amount of this Note. This Note may be prepaid, in whole or in part, without penalty or premium, provided that each such payment shall be applied as set forth above.


At the option of the holder hereof, any of the following shall constitute a "default" hereunder, and, upon the occurrence of any of the following, all obligations hereunder shall, at the op ...