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                                                                  EXHIBIT 10.201


                                                                 Loan No. 95-227

THIS AMENDED, RESTATED AND INCREASED RECEIVABLES PROMISSORY NOTE NO. 1 AMENDS
AND RESTATES IN ITS ENTIRETY AND INCREASES THE PRINCIPAL AMOUNT OF THAT CERTAIN
RECEIVABLES PROMISSORY NOTE DATED MARCH 28, 1996, IN THE ORIGINAL PRINCIPAL
AMOUNT OF $15,000,000.00, THE ORIGINAL OF WHICH IS ATTACHED HERETO.

                         AMENDED, RESTATED AND INCREASED
                        RECEIVABLES PROMISSORY NOTE NO. 1


$30,000,000.00                                                 December 22, 1999


        THIS AMENDED, RESTATED AND INCREASED RECEIVABLES PROMISSORY NOTE NO. 1
amends and restates in its entirety and increases the principal amount of the
following described promissory note as described in that certain Interval
Receivables Loan and Security Agreement dated March 28, 1996 as subsequently
amended, made by Preferred Equities Corporation, a Nevada corporation, to Heller
Financial, Inc.: that certain Receivables Promissory Note dated March 28, 1996,
in the principal amount of $15,000,000.00; (the "ORIGINAL NOTE"). Pursuant to
that certain Fourth Amendment to Interval Receivables Loan and Security
Agreement between Holder and Maker dated _________________, 1999, Maker hereby
executes and delivers to Holder this Amended, Restated and Increased Receivables
Promissory Note No. 1 which amends, restates and increases the principal amount
of the Original Note, as follows:

1.      PROMISE TO PAY.

        FOR VALUE RECEIVED, PREFERRED EQUITIES CORPORATION, a Nevada corporation
("MAKER") whose address is 4310 Paradise Road, Las Vegas, Nevada 89109, promises
to pay to the order of HELLER FINANCIAL, INC., a Delaware corporation, and its
successors and assigns ("HOLDER"), in lawful money of the United States of
America and in immediately available funds, the aggregate unpaid principal
amount of all Advances made by Holder to Maker (the "LOAN") pursuant to that
certain Interval Receivables Loan and Security Agreement, dated March 28, 1996,
between Holder and Maker, as amended, modified or supplemented from time to time
in accordance with its terms (the "Receivables Loan Agreement"). This is a
revolving Note, the principal amount of which may increase or decrease from time
to time during the term hereof. This Note shall evidence Advances made under the
Receivables Loan Agreement, notwithstanding that the total aggregate of
principal advances and repayments exceed the original maximum principal amount
hereof, and notwithstanding that the principal balance may be zero at any time.
Payments shall be made to Holder at 500 West Monroe Street, 15th Floor, Chicago,
Illinois 60661 (or such other address as Holder may hereafter designate in
writing to Maker).

        The repayment of the Loan evidenced by this Note is secured by the
Receivables Loan Agreement pursuant to which Maker has assigned, pledged and
granted a security interest to Lender in certain receivables related to the sale
of Intervals and other collateral described therein. This Note, the Receivables
Loan Agreement and any other documents evidencing or securing the Loan or
executed in connection therewith, and any modification, renewal or extension of
any of the foregoing are collectively called the "Receivables Loan Documents".


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        This Note has been issued pursuant to the Receivables Loan Agreement,
and all of the terms, covenants and conditions of the Receivables Loan Agreement
(including all Exhibits thereto) and all other instruments evidencing or
securing the indebtedness hereunder are hereby made a part of this Note and are
deemed incorporated herein in full. Defined terms used herein and not otherwise
defined shall have the meanings set forth in the Receivables Loan Agreement.

2.      PRINCIPAL AND INTEREST

        So long as no Event of Default exists, interest shall accrue on the
principal balance hereof from time to time outstanding and Maker shall pay
interest thereon at a rate equal to a floating rate per annum equal to four
percent (4.0%) plus the Base Rate (the aggregate rate referred to as the
"INTEREST RATE"). "BASE RATE" shall mean the rate published each Business Day in
the Wall Street Journal for deposits maturing three (3) months after issuance
under the caption "Money Rates, London Interbank Offered Rates (Libor)." The
Interest Rate for each calendar month shall be fixed based upon the Base Rate
published prior to and in effect on the first (1st) Business Day of such month.
Interest shall be calculated on a 360 day year and charged for the actual number
of days elapsed.

3.      PAYMENT.

               This Note is subject to mandatory payments as provided in Section
1.4 of the Receivables Loan Agreement.

               Maker shall pay interest to Lender monthly, in arrears, on the
first day of each calendar month, commencing January 1, 2000, on the unpaid
principal amount of this Note outstanding during the previous calendar month at
a fluctuating interest rate per annum (computed daily on the basis of a year of
360 days and charged for the actual number of days elapsed) equal to the
Interest Rate; provided, however, that after the occurrence of an Event of
Default under the Receivables Loan Agreement this Note shall bear interest at
the Default Rate set forth below.

        The Loan shall be due and payable on or before June 30, 2006, or any
earlier date on which the Loan shall be required to be paid in full, whether by
acceleration or otherwise (the "MATURITY DATE").

4.      PREPAYMENT.

               This Note is (i) subject to mandatory prepayments in whole or in
part as provided in Section 1.5(b) of the Receivables Loan Agreement; and (ii)
permitted optional prepayments in accordance with Section 1.5(a) of the
Receivables Loan Agreement, subject to applicable Prepayment Premiums.

               Not in limitation of any other mandatory prepayment requirements
under the Receivables Loan Agreement, if at any time the outstanding aggregate
principal balance under (i) this Note; (ii) that certain Amended, Restated and
Consolidated Acquisition Promissory Note No. 1 of even date herewith, between
Holder and Maker in the principal amount of $2,802,680.00, together with any
acquisition promissory note or notes given in connection with the Second
Supplemental Acquisition Commitment as set forth in that certain Third Amendment
to Acquisition and Construction Loan Agreement dated ________________, 1999
(such acquisition promissory notes being collectively referred to as the
"Acquisition Note"); and (iii) that certain Amended, Restated and Consolidated
Revolving Renovation Promissory Note dated December 23, 1997, between Holder and
Maker in the maximum principal amount of $2,500,000.00, together with any
renovation promissory note or notes given in connection with the Supplemental
Renovation Commitment as set forth in that certain Third Amendment to
Acquisition and Construction Loan Agreement dated ________________, 1999 (such
renovation promissory notes being collectively referred to as the "Renovation
Note") exceeds $30,000,000.00 or such lesser amount as set


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forth in the Receivables Loan Agreement, such excess amount shall be due and
payable by Maker to Holder within five (5) Business Days after notice from
Holder without premium or penalty and such amount shall be applied by Holder to
reduce the outstanding principal balance of any of the above-referenced notes in
any manner or amount that Holder determines.

5.      DEFAULT.

        A.     Events of Default.

        An "Event of Default" under this Note shall mean the occurrence of any
Event of Default under any of the Receivables Loan Documents, after giving
effect to any applicable grace or cure period.

        B.     Remedies.

        So long as an Event of Default remains outstanding: (a) interest shall
accrue at a rate equal to the Interest Rate plus four percent (4%) per annum
(the "DEFAULT RATE"); (b) Holder may, at its option and without notice (such
notice being expressly waived), declare the Loan immediately due and payable;
and (c) Holder may pursue all rights and remedies available under the
Receivables Loan Agreement or any other Receivables Loan Documents. Holder's
rights, remedies and powers, as provided in this Note and the other Receivables
Loan Documents, are cumulative and concurrent, and may be pursued singly,
successively or together against Maker, any guarantor of the Loan, the security
described in the Receivables Loan Documents, and any other security given at any
time to secure the payment hereof, all at the sole discretion of Holder.
Additionally, Holder may resort to every other right or remedy available at law
or in equity without first exhausting the rights and remedies contained herein,
all in Holder's sole discretion. Failure of Holder, for any period of time or on
more than one occasion, to exercise its option to accelerate the Maturity Date
shall not constitute a waiver of the right to exercise the same at any time
during the continued existence of any Event of Default or any subsequent Event
of Default.

        If any attorney is engaged: (i) to collect the Loan or any sums due
under the Receivables Loan Documents, whether or not legal proceedings are
thereafter instituted by Holder; (ii) to represent Holder in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors' rights
and involving a claim under this Note; (iii) to protect the liens and security
interests of the Receivables Loan Agreement or any of the Receivables Loan
Documents; (iv) to foreclose on the Collateral; (v) to represent Holder in any
other proceedings whatsoever in connection with the Receivables Loan Agreement
or any of the Receivables Loan Documents including post judgment proceedings to
enforce any judgment related to the Receivables Loan Documents; or (vi) in
connection with seeking an out-of-court workout or settlement of any of the
foregoing, then Maker shall pay to Holder all reasonable costs, attorneys' fees
and expenses in connection therewith, in addition to all other amounts due
hereunder.

6.      LATE CHARGE.

        If payments of principal and/or interest, or any other amounts under the
other Receivables Loan Documents are not timely made or remain overdue for a
period of ten (10) days, Maker, without notice or demand by Holder, promptly
shall pay an amount ("Late Charge") equal to four percent (4%) of each
delinquent payment.



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7.      GOVERNING LAW; SEVERABILITY.

        This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois. The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair the
validity, legality or enforceability of the remainder of this Note, and to this
end, the provisions of this Note are declared to be severable.

8.      WAIVER.

        Maker, for itself and all endorsers, guarantors and sureties of this
Note, and their heirs, successors, assigns and legal representatives, hereby
waives presentment for payment, demand, notice of nonpayment, notice of
dishonor, protest of any dishonor, notice of protest and protest of this Note,
and all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note except as provided in the
Receivables Loan Agreement, and agrees that their respective liability shall be
unconditional and without regard to the liability of any other party and shall
not be in any manner affected by any indulgence, extension of time, renewal,
waiver or modification granted or consented to by Holder. Maker, for itself and
all endorsers, guarantors and sureties of this Note, and their heirs, legal
representatives, successors and assigns, hereby consents to every extension of
time, renewal, waiver or modification that may be granted by Holder with respect
to the payment or other provisions of this Note, and to the release of any
makers, endorsers, guarantors or sureties, and of any collateral given to secure
the payment hereof, or any part hereof, with or without substitution, and agrees
that additional makers, endorsers, guarantors or sureties may become parties
hereto without notice to Maker or to any endorser, guarantor or surety and
without affecting the liability of any of them.

9.      SECURITY, APPLICATION OF PAYMENTS.

        This Note is secured by the liens, encumbrances and obligations created
hereby and by the other Receivables Loan Documents. Payments will be applied to
any fees, expenses or other costs Maker is obligated to pay under this Note or
the other Receivables Loan Documents, to interest due on the Loan and to the
outstanding principal balance of the Loan, in any order that Holder, at its sole
option, may deem appropriate.

10.     MISCELLANEOUS.

        A.     Amendments.

        This Note may not be terminated or amended orally, but only by a
termination or amendment in writing signed by Holder and Maker.

        B.     Lawful Rate of Interest.

        In no event whatsoever shall the amount of interest paid or agreed to be
paid to Holder pursuant to this Note or any of the Receivables Loan Documents
exceed the highest lawful rate of interest permissible under applicable law. If,
from any circumstances whatsoever, fulfillment of any provision of this Note and
the other Receivables Loan Documents shall involve exceeding the lawful rate of
interest which a court of competent jurisdiction may deem applicable hereto
("Excess Interest"), then ipso facto, the obligation to be fulfilled shall be
reduced to the highest lawful rate of interest permissible under such law and
if, for any reason whatsoever, Holder shall receive, as interest, an amount
which would be deemed unlawful under such applicable law, such interest shall be
applied to the principal of the Loan (whether or not due and payable), and not
to the payment of interest, or refunded to Maker if the Loan has



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been paid in full. Neither Maker nor any guarantor or endorser shall have any
action against Holder for any damages whatsoever arising out of the payment or
collection of any such Excess Interest.

        C.     Captions.

        The captions of the Paragraphs of this Note are for convenience of
reference only and shall not be deemed to modify, explain, enlarge or restrict
any of the provisions hereof.

        D.     Notices.

        Notices shall be given under this Note in conformity with the terms and
conditions of the Receivables Loan Agreement.

        E.     Joint and Several.

        The obligations of Maker under this Note shall be joint and several
obligations of Maker and of each Maker, if more than one, and of each Maker's
heirs, personal representatives, successors and assigns.

        F.     Time of Essence.

        Time is of the essence of this Note and the performance of each of the
covenants and agreements contained herein.

11.     VENUE.

        MAKER AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY,
INDIRECTLY OR OTHERWISE IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS NOTE
SHALL BE LITIGATED, AT HOLDER'S SOLE DISCRETION AND ELECTION, ONLY IN COURTS
HAVING A SITUS WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS. MAKER HEREBY
CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT
LOCATED WITHIN SAID COUNTY AND STATE. MAKER HEREBY IRREVOCABLY APPOINTS AND
DESIGNATES C T CORPORATION SYSTEM, WHOSE ADDRESS IS MAKER, C/O C T CORPORATION
SYSTEM, 208 S. LASALLE STREET, CHICAGO, ILLINOIS 60604, AS ITS DULY AUTHORIZED
AGENT FOR SERVICE OF LEGAL PROCESS AND AGREES THAT SERVICE OF SUCH PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF PROCESS UPON MAKER PROVIDED A
COPY OF SUCH SERVICE OF PROCESS IS ALSO SENT WITHIN THREE (3) DAYS THEREAFTER TO
MAKER EXCEPT IN THE CASE OF SERVICE OF PROCESS FOR ACTIONS WHEREIN THE MAKER'S
RESPONSE IS DUE IN LESS THAN TWENTY (20) DAYS, A COPY OF SUCH PROCESS WILL BE
SENT TO MAKER ON THE SAME DAY AS SERVICE ON C T CORPORATION SYSTEM. IN THE EVENT
SERVICE IS UNDELIVERABLE BECAUSE SUCH AGENT MOVES OR CEASES TO DO BUSINESS IN
CHICAGO, ILLINOIS, MAKER SHALL, WITHIN TEN (10) DAYS AFTER HOLDER'S REQUEST,
APPOINT A SUBSTITUTE AGENT (IN CHICAGO, ILLINOIS) ON ITS BEHALF AND WITHIN SUCH
PERIOD NOTIFY HOLDER OF SUCH APPOINTMENT. IF SUCH SUBSTITUTE AGENT IS NOT TIMELY
APPOINTED, HOLDER SHALL, IN ITS SOLE DISCRETION, HAVE THE RIGHT TO DESIGNATE A
SUBSTITUTE AGENT UPON FIVE (5) DAYS NOTICE TO MAKER. MAKER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT
AGAINST IT BY HOLDER ON THE RECEIVABLES LOAN DOCUMENTS IN ACCORDANCE WITH THIS
PARAGRAPH.



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12.     SALE OF LOAN.

        Holder, at any time and without the consent of Maker, may grant
participations in or sell, transfer, assign and convey all or any portion of its
right, title and interest in and to the Loan, this Note, the Receivables Loan
Agreement and the other Receivables Loan Documents, any guaranties given in
connection with the Loan and any collateral given to secure the Loan. In the
event Holder sells, transfers, conveys or assigns all of Holder's right, title
and interest in this Note or the Loan, Holder shall give notice thereof to Maker
and Holder shall thereupon be released from liability and obligations of the
Lender hereunder and under all other transferred Loan Documents from and after
the date of such transfer provided such transferee agrees to be bound by the
obligations of Lender thereunder and provided such transferee is of equal or
greater financial capacity than Holder. Notice to Maker shall not be required
for any partial sale, transfer, assignment or conveyance of this Note.

13.     JURY TRIAL WAIVER.

        MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT
IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY MAKER AND BY HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER HOLDER NOR ANY
PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO
INCLUDE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. MAKER AND HOLDER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT MAKER AND HOLDER
HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT EACH OF
THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.
MAKER AND HOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE
HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE
MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

        IN WITNESS WHEREOF, Maker has executed this Note or has caused the same
to be executed by its duly authorized representatives as of the date first set
forth above.

                                        MAKER:

                                        Preferred Equities Corporation,
                                        a Nevada corporation


                                        By: /s/ JON A. JOSEPH
                                            --------------------------------

                                        Print Name: Jon A. Joseph
                                                    ------------------------

                                        As Its: Vice President
                                                ----------------------------



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