International Leisure Hosts Ltd Watch

from SC 13D/A 1 page Exhibit 1 Resignation of Proxy I, Mark G. Sauder, Effective August 22, 1997, Do Hereby Resign as the Co-Proxy Under the Irrevocable Proxy Agreement Dated February 1, 1995 (The "Proxy Agreement"). Pursuant to the Proxy Agreement, F. Ray Evarts Is Hereby Named as Successor Co-Proxy. Signed: /S/ Mark G. Sauder Mark G. Sauder, Co-Proxy Under the Irrevocable Proxy Agreement Dated February 1, 1995 State of Arizona ) ) Ss. County of Maricopa ) Subscribed and Sworn to Before Me, the Undersigned Notary Public, Came Mark G. Sauder as Co-Proxy Under the Irrevocable Proxy Agreement Dated February 1, 1995, and Executed This Agreement This 22nd Day of August, 1997. /S/ Jimmie Kay Wray Notary Public the Following Undersigned Hereby Agree to Act as Successor Co-Proxy Under the Proxy Agreement Effective on August 22, 1997. /S/ F. Ray Evarts - F. Ray Evarts Page 1 of 1

from 10QSB ~20 pages Standard Form of Agreement Btwn Owner & Contractor