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                                                                  EXHIBIT 10.142

                              AMENDED AND RESTATED
                     REAL ESTATE PURCHASE AND SALE AGREEMENT

     THIS  AMENDED  AND  RESTATED  REAL  ESTATE   PURCHASE  AND  SALE  AGREEMENT
("Restated Agreement") is made and entered into as of this 25th day of November,
1997,  by and between  MERCANTILE  EQUITIES  CORPORATION,  a Nevada  corporation
("Mercantile"),  with its principal  address being Hartsel  Springs Ranch,  2870
Juniper Drive,  Golden, CO 80401 and HARTSEL SPRINGS RANCH OF COLORADO,  INC., a
Colorado corporation  ("HSRC"),  having the same principal address as Mercantile
(Mercantile and HSRC are hereinafter  collectively referred to as "Seller"), and
PREFERRED EQUITIES CORPORATION, a Nevada corporation, with its principal address
being 4310 Paradise Road, Las Vegas, Nevada  ("Purchaser").  In consideration of
the  mutual  covenants  and  promises  herein set forth,  the  parties  agree as
follows:

                                 RECITAL OF FACT

     Seller and Purchaser entered into a REAL ESTATE PURCHASE AND SALE AGREEMENT
("Agreement")  as of October 17,  1997,  whereby  the  Purchaser  would  acquire
certain Lots in Hartsel  Springs Ranch from Seller.  Seller and  Purchaser  have
mutually  determined  that the Lot count shown in the Agreement is,  through the
fault of neither party,  different than the Lot count that Seller now desires to
convey to Purchaser and Purchaser  desires to acquire from Seller.  Accordingly,
Seller and  Purchaser  are  entering  into this  Restated  Agreement in order to
clarify  the Lot count,  the  consideration  to be paid for the Lots and to make
certain other  amendments to the Agreement as noted below. The parties intend to
attach all Exhibits as referenced in this  Restated  Agreement,  to the Restated
Agreement on or before the end of the Inspection Period,  November 24, 1997, and
to determine a final Lot count on or before said date and the  consideration  to
be paid for the Lots. So long as the Purchaser has not  terminated the Agreement
on or before 5:00 P.M. P.S.T.  on November 24, 1997,  Purchaser and Seller shall
execute this Restated Agreement on November 25, 1997, and record a memorandum of
this Restated Agreement against the Lots on said date.

     Now, therefore, in consideration of the foregoing and other good and
valuable consideration, the parties hereto hereby agree as follows:

     1. DEFINITIONS.  All capitalized terms used within this Restated  Agreement
and any Escrow Instructions, unless otherwise defined, shall have the respective
meanings  ascribed in the Appendix of Defined Terms  attached  hereto and made a
part hereof.

     2. PURCHASE AND SALE.  Seller  agrees to sell to Purchaser  and  Purchaser
agrees to purchase from Seller,  certain of the platted lots in Hartsel  Springs
Ranch including 1,360 Lots in South Ranch as shown on Exhibit  "A-1"("South
Ranch Lots"), 54 partial Lots in South Ranch as


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shown on Exhibit "A-2" ("South Ranch Partial Lots"),  165 Lots in South Ranch as
shown on Exhibit  "A-3"  ("South  Ranch Add-On  Lots"),  314 Lots in South Ranch
platted  after  June  1st of  1972 as  shown  on  Exhibit  "A-4"  (the  "Post-72
Lots"),439  Lots in North Ranch as shown on Exhibit  "A-5"  ("North Ranch Lots")
and 8 partial Lots in North Ranch shown on Exhibit  "A-6"  ("North Ranch Partial
Lots). (The South Ranch Lots, South Ranch Partial Lots, South Ranch Add-On Lots,
North Ranch Lots,  North Ranch  Partial  Lots and Post-72  Lots are  hereinafter
collectively referred to as "the Lots"). Excluded from the purchase by Purchaser
are the following  described  parcels of real property in Hartsel  Springs Ranch
and Seller's proposed use of said parcels:  the lodge and timeshare  development
more  particularly  described on Exhibit "B-1"  attached  hereto and made a part
hereof;  bison  preserve  area more  particularly  described  on  Exhibit  "B-2"
attached  hereto and made a part hereof;  equestrian  center area and  reservoir
more  particularly  described on Exhibit "B-3"  attached  hereto and made a part
hereof; bison preserve and RV resort lots more particularly described on Exhibit
"B-4" attached  hereto and made a part hereof;  reservoir "A & B," RV resort and
commercial area more particularly described on Exhibit "B-5" attached hereto and
made a part  hereof;  Hartsel  Spring and lots more  particularly  described  on
Exhibit  "B-6"  attached  hereto and made a part hereof;  and highway  signs and
monument locations more particularly  described on Exhibit "B-7" attached hereto
and made a part hereof.  The real property shown on Exhibits "B-1" through "B-7"
inclusive and all other real property  owned by Seller in Hartsel  Springs Ranch
is  hereinafter  referred to as the  "Seller's  Retained  Property." At Closing,
Seller is to convey to Purchaser all of its right,  title and interest in and to
all of the Lots shown on Exhibits "A-1" through "A-6"  inclusive,  together with
all of the following property rights:

                  (a)      All  improvements  located  on  the  Lots,  including
                           buildings, roads, structures and other facilities, if
                           any, (the "Improvements");
                  (b)      All licenses,  leases, permits, franchise agreements,
                           authorizations and approvals,  if any,  pertaining to
                           ownership  and/or  operation  of the Lots  which  are
                           separable and  transferable  from  Seller's  Retained
                           Property, including but not limited to the Contracts,
                           Licenses,   Leases,   Plans  and  Studies   that  are
                           acceptable to Purchaser; and
                  (c)      All easements,  privileges,  rights-of-way,  riparian
                           and other water rights  (subject to Seller's right to
                           fully  develop  and  use the  springs  and  water  in
                           Seller's Retained Property as shown on Exhibit "B-6;"
                           however,  said use will not  impair  availability  of
                           water  to  the  Lots  for  domestic   purposes)   and
                           appurtenances   pertaining  to  or  accruing  to  the
                           benefit of the Lots that are owned by Seller.

The Lots, Improvements and all of the other property and rights described in
this Section 2. are hereinafter collectively called the "Property."

     3. PURCHASE PRICE.   The Purchase  Price to be paid by the Purchaser to the
Seller at Closing for the Property is to be determined on or before November 24,
1997, as follows:

                  (a)      $2,700 for each South Ranch Lot;


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                  (b)      Subject to receipt of the  Water  Opinion  prior   to
                           Closing,  $2,700  for  each  two  of the South  Ranch
                           Partial  Lots  which Purchaser can combine to form  a
                           saleable Lot;

                  (c)      Subject to receipt of the  Water  Opinion  prior   to
                           Closing,  $2,700  for  each  two  of the South  Ranch
                           Add-On Lots;

                  (d)      $2,700 for each Post-72  Lot assuming  the  Plan   of
                           Augmentation  is approved on or before two (2)  years
                           and   six   (6)   months   after   Closing,   or   at
                           Purchaser's election, $2,041 for each Post-72 Lot  if
                           the Plan of Augmentation is not approved on or before
                           two  (2)  years  and  six  (6) months after  Closing;

                  (e)      $3,250 for each North Ranch Lot; and

                  (f)      Subject to receipt of the  Water  Opinion  prior   to
                           Closing,  $3,250  for  each  two  of the North  Ranch
                           Partial  Lots  which  Purchaser  can combine to  form
                           a saleable Lot.

The  Seller  shall  have  the  right  to  sell  the  Lots  prior  to the end  of
the  Inspection  Period;  however,  at  Closing,  Seller is to deliver not  less
than  439  North Ranch Lots. A final determination of the total number of  South
Ranch  Lots,  South  Ranch  Partial Lots, South Ranch Add-On Lots, Post-72  Lots
and  North  Ranch  Partial  Lots  shall  be  made  on  or before the end of  the
Inspection  Period  and  inserted  in  the appropriate blank space on page 1  of
this   Restated   Agreement   on   or   before   execution   of  this   Restated
Agreement on November 25, 1997.

     At Closing,  in consideration  of $1.00,  Seller is to deliver to Purchaser
the Option, a form of which is attached hereto and made a part hereof as Exhibit
"E," for the Option Lots.

     4. TERMS OF PAYMENT.  The  Purchase  Price is to be paid in currency of the
United States of America and shall be paid at Closing to Seller as follows:

                    (a)  $250,000.00  in Earnest Money has been deposited by the
                         Purchaser with the Escrow Agent and will go "hard" upon
                         execution of this Restated Agreement;

                    (b)  Purchaser  will deliver cash,  inclusive of the Earnest
                         Money,  to Seller at Closing  for the South Ranch Lots,
                         South Ranch  Partial  Lots and South Ranch  Add-On Lots
                         (the South Ranch Lots,  South  Ranch  Partial  Lots and
                         South  Ranch  Add-On  Lots will be  delivered  free and
                         clear   at   Closing,   subject   only  to  the   Title
                         Exceptions); and

                    (c)  The  balance  of the  Purchase  Price  will  be paid by
                         Purchaser delivering to Seller the Purchase Money Note,
                         a form of  which  is  attached  hereto  and made a part
                         hereof as Exhibit  "F-1," for the North  Ranch Lots and
                         North Ranch Partial Lots secured by the Purchase  Money
                         Mortgage, a form of which is attached hereto and made a
                         part  hereof as Exhibit  "F-2,"  recorded  against  the
                         North  Ranch Lots and North Ranch  Partial  Lots and by
                         Purchaser's  delivery  to  Seller of the  Post-72  Lots
                         Purchase Money Note, a form of which is attached hereto
                         and made a part hereof as Exhibit "G-1," secured by the
                         Post-72 Lots Purchase Money Mortgage,a form of which is


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                         attached  hereto and made a part  hereof as Exhibit
                         "G-2,"  recorded  against the Post-72  Lots. 

     5.  CLOSING  DATE.  The  Closing  will  be  conducted  through  the  Escrow
established by the Escrow Agent,  in accordance  with customary  escrow closings
for Park County,  Colorado.  The Earnest  Money  Deposit  shall be opened by the
Escrow Agent depositing the Earnest Money in an interest-bearing  account with a
federally insured Colorado commercial bank.  Purchaser and Seller shall mutually
agree upon the Closing  Date which shall occur on or before the Outside  Closing
Date.  The  Outside  Closing  Date  shall  occur on or  before  sixty  (60) days
following execution of this Restated  Agreement,  unless extended as a result of
Purchaser not yet obtaining the Governmental Approvals and as otherwise provided
herein.

     In the event  Purchaser  does not  terminate the Agreement on or before the
end of the Inspection Period and Closing does not occur on or before the Outside
Closing  Date  through no fault of Buyer or Seller,  the Earnest  Money  Deposit
shall be returned to Buyer and  neither  Buyer or Seller  shall have any further
rights or  obligations  under this  Restated  Agreement;  however,  the  Outside
Closing Date will be extended ten (10) business days after  Purchaser's  receipt
of the  Governmental  Approvals  in the event all other  conditions,  except for
Purchaser obtaining the Governmental  Approvals,  have been met on or before the
Outside  Closing Date. In the event  Purchaser  does not terminate the Agreement
during the Inspection Period and all other conditions,  except for the Purchaser
obtaining  the  Governmental  Approvals,have  been met on or before the  Outside
Closing Date and Purchaser is unable to obtain the Governmental  Approvals on or
before July 1, 1998,  this  Restated  Agreement  shall  terminate and the Escrow
Agent shall deliver the Earnest Money Deposit to Seller in  consideration of the
Property being unavailable for sale during this period of time.

     6. TITLE. Seller, at Seller's expense, has delivered to Purchaser the Title
Commitment  for the Title  Policy.  The Title  Commitment  shall be endorsed and
updated at  Seller's  expense  within ten (10) days  before  Closing.  The Title
Policy will be delivered to Purchaser at Seller's expense at Closing.  The Title
Commitment and any  endorsement or update thereof shall show Seller to be vested
with good, marketable and insurable fee simple title to the Lots, free and clear
of all Defects, except only the following Title Exceptions:

                    (a)  Ad valorem  real estate  taxes for the year of Closing,
                         provided  same  are  not  then  due  and  payable,  and
                         subsequent years;

                    (b)  All applicable zoning ordinances and regulations,  none
                         of which shall prohibit or otherwise interfere with all
                         uses  presently  being  made  of  the  Property  and/or
                         Purchaser's Intended Use of the Property;

                    (c)  Those  Title  Exceptions  acceptable  to  Purchaser  as
                         described on Exhibit "C" attached hereto;


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                    (d)  The Coverage CC&R,  which is attached hereto and made a
                         part hereof as Exhibit "H,"  recorded as a  senior-most
                         lien against the Lots and Seller's Retained Property;

                    (e)  The Restriction on Sale of Seller's Retained  Property,
                         which is  attached  hereto  and made a part  hereof  as
                         Exhibit  "I,"  recorded  as a lien,  junior only to the
                         Coverage CC&R, against Seller's Retained Property;

                    (f)  The Purchase Money Mortgage, recorded against the North
                         Ranch Lots and North Ranch  Partial  Lots,  and Post-72
                         Lots  Purchase  Money  Mortgage,  recorded  against the
                         Post-72 Lots;

                    (g)  The Option,  recorded  against the Option Lots,  junior
                         only to the Coverage CC&R and  Restriction  On The Sale
                         Of Seller's Retained Property; and

                    (h)  Restrictions  or  matters  appearing  on  the  plat  or
                         otherwise  common  to  the  subdivision  of  which  the
                         Property might be a part,  none of which shall prohibit
                         or otherwise  interfere with all uses  presently  being
                         made of the Property and/or Purchaser's Intended Use of
                         the Property.

     Title shall be deemed  good,  marketable  and  insurable  only if the Title
Commitment  allows for issuance of an Owner's ALTA Form B  Marketability  Policy
effective as of Closing Date at minimum promulgated risk rate premiums,  without
any guarantees and without any exceptions, standard or otherwise, other than the
Title Exceptions.  Purchaser shall have until the expiration of the Title Review
Period within which to examine the Title  Commitment  as well as any Survey.  If
Purchaser  finds any Title Exception to be a Defect,  Purchaser  shall, no later
than the  expiration  of the Title  Review  Period,  notify  Seller  in  writing
specifying  any such  Defects  (which  Defects  shall  also  include  any  UCC-1
Financing  Statements  filed against any personal  property of Seller and/or the
Contracts  with the Colorado  Secretary of State);  provided,  that if Purchaser
fails to give Seller  written  notice of Defects  before the  expiration  of the
Title Review Period,  then any such Defect shown on the Title Commitment  and/or
Survey,  if  any,  shall,  be  described  on  Exhibit  "C" as  acceptable  Title
Exceptions  and be deemed to be waived as a Defect(s) to Closing.  Purchaser may
raise  as  additional   Defects  any  matters  first  shown  by  any  subsequent
endorsement to the Title Commitment  and/or  recertifications  of the Survey, if
any,  by  providing  Seller  written  notice of Defects  within five (5) days of
Purchaser's  knowledge  of any such Defect or such Defect  shall be deemed to be
waived as a Defect(s) to Closing.  If Purchaser has given Seller timely  written
notice of Defects and the Defects  cause title to the  Property to be other than
as represented in this Restated Agreement,  Seller shall use its best efforts to
cause such Defects to be cured by the Closing Date  including but not limited to
the removal by payment,  bonding,  or otherwise of any lien against the Property
capable of removal by the payment of money or bonding.  At  Purchaser's  option,
the  Closing  Date may be  extended  for a  reasonable  period for  purposes  of
eliminating any Defects. In the event that Seller does not eliminate the Defects
as of the Closing Date,  Purchaser shall have the option of either:  (i) so long
as it will not cost more than $250,000.00 to eliminate the Defects,  Closing and
accepting the title "as is," and deducting from the Purchase Price the amount of
any lien or encumbrance  which can be satisfied by a liquidated  amount, or (ii)
cancelling this Restated 


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Agreement,  in which  event the Escrow  Agent  shall  return the  Earnest  Money
Deposit to Purchaser,  whereupon both parties shall be released from all further
obligations under this Restated Agreement, except only (i) for those obligations
which are intended to survive  Closing  and/or any earlier  termination  of this
Restated  Agreement,  and (ii) Seller  shall  remain  liable to Purchaser in the
event any such Defects were caused by Seller's willful act or willful failure to
act. Seller shall execute  appropriate  documents as required for "gap coverage"
by the title insurer.

     7. DELIVERIES. Seller has delivered to Purchaser true, correct and complete
copies of items (a) through (f) inclusive:

               (a)  All contracts,  franchise  agreements,  pre-paid reservation
                    deposits   or  other   reservation   agreements,   marketing
                    agreements,  Leases,  tenancies,   arrangements,   Licenses,
                    concessions,  easements,  service  arrangements,  employment
                    contracts or agreements,  brokerage agreements,  and any and
                    all  other  contracts  or  agreements,  either  recorded  or
                    unrecorded,  written or oral,  affecting the Property or any
                    portion  thereof,  or the use thereof (the  "Contracts").  A
                    true,  correct and complete  list of the  Contracts is to be
                    attached  hereto  as  Exhibit  "D,"  and all  new  Contracts
                    hereafter  entered  into by  Seller  as,  and  solely to the
                    extent, permitted hereby, shall be added to Exhibit "D";

               (b)  All permits,  licenses,  authorizations  or approvals (other
                    than  those  which are no longer  in  effect)  issued by any
                    governmental body or agency having jurisdiction over Hartsel
                    Springs Ranch, related to the ownership, sale of lots and/or
                    operation  of  Hartsel  Springs  Ranch,  including  but  not
                    limited to federal,  state and local lot sale  registrations
                    (the "Licenses");

               (c)  Copies of the bill or bills issued for the years 1995,  1996
                    and 1997  when  available,  for  real  estate  and  personal
                    property   taxes  and  any   subsequently   issued   notices
                    pertaining  to real  estate or  personal  property  taxes or
                    assessments applicable to the Property;

               (d)  An existing Survey, if any, and all plat plans,  engineering
                    and architectural  plans and as-built plans,  specifications
                    and drawings  relating to the Property (the "Plans") and all
                    engineering and environmental  studies or audits relating to
                    the  Property  ("Studies"),  which are within the control or
                    possession of Seller;

               (e)  Seller's Litigation Schedule; and

               (f)  The Cease and Desist Order.

     Notwithstanding  the  foregoing,  Seller  has not  provided  (i)  copies of
materials  previously  provided to Purchaser as shown on Exhibit  "D-1" and (ii)
copies of any mortgage  loan  documents  or  agreements  between  Seller and its
lenders,  as all existing  liens that secure any such 


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mortgage loan documents or agreements are to be released or reconveyed as a lien
against the Lots, at or prior to Closing.

     Seller has  delivered  to  Purchaser  drafts of the  Purchase  Money  Note,
Purchase  Money  Mortgage,  Post-72  Lots  Purchase  Money Note and Post-72 Lots
Purchase Money Mortgage.

     Purchaser  has  delivered  to  Seller  drafts  of the  Coverage  CC&Rs  and
Restriction On The Sale Of Seller's Retained Property.

     On or before  November 19, 1997,  Seller is to deliver to Purchaser a draft
of the Option for the Option Lots.

     8.   INSPECTION  PERIOD.  Purchaser  shall  have the right to  inspect  the
Property  pursuant  to  8.(a)  and  8.(b),  in  order to determine  whether  the
Property is satisfactory.

          (a)  Purchaser  shall have  until 5:00 P.M.  P.S.T.  on  November  24,
               1997(the  period  between the date of the Agreement and 5:00 P.M.
               P.S.T.  on  November  24,  1997,  shall  be  referred  to in this
               Restated Agreement from time to time as the "Inspection  Period,"
               which  Inspection  Period will be extended on a day-to-day  basis
               for each day beyond the  periods  referred to in Section 7. above
               that Seller  fails to deliver to  Purchaser  any  material  items
               required  to be  delivered  to  Purchaser  pursuant  thereto)  to
               examine the Purchase Money Note, Purchase Money Mortgage, Post-72
               Purchase Money Note,  Post-72  Purchase Money  Mortgage,  Option,
               Title Commitment,  the Contracts,  the Leases, the Licenses,  the
               Plans,  the  Studies,  The  Cease  and  Desist  Order,   Seller's
               Litigation  Schedule  and the Survey,  if any, to decide  whether
               they are  satisfactory  to Purchaser  and to make such  physical,
               zoning,   land  use,   environmental,   water  rights  and  other
               examinations,  inspections and  investigations of the Property or
               the use or operation thereof which Purchaser, in Purchaser's sole
               discretion,  may determine to make. In the event Purchaser is not
               satisfied with the Property,  determined in Purchaser's  sole and
               absolute  discretion  for any or no reason,  Purchaser may cancel
               this  transaction by giving written notice to the Escrow Agent on
               or before the end of the  Inspection  Period,  in which event the
               Earnest Money Deposit shall be immediately returned to Purchaser.

          (b)  Purchaser  shall  have  until the  expiration  of the  Inspection
               Period  to  make  a  physical   inspection  of  the  Property  by
               architects,  engineers,  environmental  specialists,  and/or  any
               other agent of Purchaser's choice, for the purpose of determining
               the condition and suitability of the Property. In the event that,
               based  upon  such  inspection  or  otherwise,  Purchaser  is  not
               satisfied  with the  condition  of the  Property,  determined  in
               Purchaser's  sole discretion for any or no reason,  Purchaser may
               cancel this  transaction  by giving  written notice to the Escrow
               Agent on or before  the end of the  Inspection  Period,  in which



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               event the Earnest Money Deposit shall be immediately  returned to
               Purchaser.

          In the event the  Agreement is not  terminated  on or  before  the end
of the Inspection  Period  pursuant to 8(a) or 8(b), the Earnest  Money  Deposit
shall continue  to  be  held  by  the  Escrow  Agent and be  credited at Closing
toward  the  Purchase  Price  or in  the event  Governmental  Approvals  are not
obtained on or before July 1, 1998,  the Earnest Money Deposit will be delivered
to Seller,  or as otherwise called for pursuant to this Restated Agreement.

     9.   CONDITIONS  PRECEDENT.  The  obligation  of  Purchaser  to  proceed to
          Closing shall be subject to any conditions precedent to Closing in the
          Escrow Instructions and the following  conditions precedent to Closing
          being fully met and completed on or before the Closing Date:

          (a)  The  Property  is now zoned R-1 under the Park  County,  Colorado
               land use statutes,  rules and  regulations  and the Property will
               remain so zoned and classified at Closing so as to permit sale of
               the  Property  and  each  and  every  use now  being  made on the
               Property  and the  Intended  Use.  There  shall be no  special or
               limiting  conditions  or agreements  under any zoning  resolution
               that  prohibit  or  frustrate  the use of the  Property  as it is
               presently being used or for the Purchaser's  Intended Use and the
               Property shall comply with all applicable  zoning,  environmental
               and land use requirements, laws and regulations.

          (b)  As of the Closing,  there shall be no Contracts,  arrangements or
               any other  agreements of any nature  whatsoever,  whether oral or
               written,   other  than  the  Contracts  that  are  acceptable  to
               Purchaser,  affecting the  Property,  that cannot be cancelled by
               Purchaser  upon not more than thirty (30) days notice and without
               payment of premium or charge therefor.

          (c)  As of the  Closing,  all of  Seller's  employees  employed at the
               Property  shall  be  re-assigned  or  terminated,   and  no  such
               employees  shall  have any  claim  whatsoever  against  Purchaser
               and/or the  Property  for back  wages,  withholding  taxes or any
               other matter.

          (d)  In the event  Purchaser  determines to locate  Purchaser's  Sales
               Office upon  Seller's  Retained  Property,  or to lease  Seller's
               existing sales office,  Purchaser and Seller  agreeing,  prior to
               the end of the Inspection Period, upon a location for Purchaser's
               Sales Office and the terms and conditions for the development and
               use of the Purchaser's  Sales Office or agreeing on or before the
               end of the  Inspection  Period,  to the terms and  conditions for
               leasing Seller's existing sales office. In the event the property
               site on which the  Purchaser's  Sales  Office is to be located is
               conveyed to  Purchaser  in fee  simple,  the  representations  of
               Seller  in  10.(a)  through  (1)  inclusive   shall  be  made  in
               association with any such purchase and shall survive the Closing.


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          (e)  Purchaser  shall  be  allowed  to use the name  "Hartsel  Springs
               Ranch" and derivatives  thereof and other tradenames,  trademarks
               and copyrights  subject to the mutually agreeable License, a form
               of which is  attached  hereto  and made a part  hereof as Exhibit
               "J," to be granted from Seller to Purchaser at Closing.

          (f)  Bluegreen  Corporation's ("BXG") marketing agreement and right of
               first refusal  thereunder  having  expired with any litigation by
               and  between  Seller and BXG in no manner  affecting  Purchaser's
               acquisition or sale of the Lots.

          (g)  Recordation of the  Restriction On The Sale Of Seller's  Retained
               Property  on  Seller's  Retained  Property,  junior  only  to the
               Coverage CC&R.

          (h)  Recordation  of the Coverage  CC&R as a  senior-most  lien on the
               Lots and Seller's Retained Property.

          (i)  Receipt of all Governmental Approvals.

          (j)  Approval,  in the  reasonable  opinion of Purchaser,  of Seller's
               Litigation Schedule, updated as of the Closing Date, in the event
               there  are  material  changes  to  Seller's  Litigation  Schedule
               delivered during the Inspection Period.

          (k)  Receipt of the Water Opinion.

          (l)  Recordation of the Option against the Option Lots, junior only to
               the  Coverage  CC&R  and  Restriction  On The  Sale  Of  Seller's
               Retained Property.

          (m)  All of Seller's  representations shall be true and correct on the
               Closing Date and Seller shall not be in breach of any warranty or
               covenant as of the Closing Date.

     In the event any of the foregoing conditions precedent are not fulfilled as
of the Outside  Closing  Date (or earlier  date if  specified  otherwise),  then
Purchaser shall have the option of either: (i) waiving the condition and closing
"as is," without reduction in the Purchase Price (except as provided for in this
Restated  Agreement) or claim against Seller  therefor,  or (ii) cancelling this
Restated  Agreement  by  written  notice to Seller  given by not later  than the
Outside  Closing  Date, in which event the Escrow Agent shall return the Earnest
Money  Deposit to Purchaser,  whereupon  both parties shall be released from all
further  obligations  under this Restated  Agreement,  except those  obligations
which  are  specifically  stated  to  survive  termination  or  Closing  of this
transaction. In addition to the elections available to Purchaser pursuant to (i)
and (ii) immediately  above,  Seller shall be liable to Purchaser for damages in
the event any condition precedent is not met or fulfilled by the Outside Closing
Date as a result of Seller's willful act or willful failure to act.


                                       9
<PAGE>   10

     9-A. CONDITIONS  SUBSEQUENT - Purchaser  is  acquiring  the Post-72 Lots in
          consideration  of delivery to the Seller of the Post-72 Lots  Purchase
          Money Note in the amount of $847,800.00 (or $2,700.00 for each Post-72
          Lot) to be secured by the Post-72 Lots Purchase  Money  Mortgage to be
          recorded   against  the  Post-72  Lots.  In  the  event  the  Plan  of
          Augmentation  is  approved by final  nonappealable  order of the Water
          Court on or before two (2) years and six (6) months  from the  Closing
          Date,  the principal of the Post-72 Lots Purchase  Money Note shall be
          reduced by the total of Purchaser's costs and expenses  (including but
          not  limited to  engineering  fees,  legal  fees and court  costs (but
          excluding  all internal  costs and expenses of Purchaser for its staff
          personnel or otherwise)  expended in obtaining approval of the Plan of
          Augmentation. Until such time as the Plan of Augmentation is approved,
          the Post-72 Lots Purchase  Money Note and Post-72 Lots Purchase  Money
          Mortgage  shall be recourse only to the Post-72 Lots. In the event the
          Plan  of  Augmentation  is  approved  or in  the  event  the  Plan  of
          Augmentation  is not  approved  but  Purchaser  elects to purchase the
          Post-72  Lots at the price of $2,041 for each Post-72 Lot, the Post-72
          Lots  Purchase  Money Note and Post-72 Lots  Purchase  Money  Mortgage
          shall be recourse to the Purchaser and the Post-72 Lots.

          In the  event  the  Plan of  Augmentation  is not  approved  by  final
          nonappealable  order of the Water Court, or final  nonappealable order
          of any court to which the decision of the Water Court may be appealed,
          on or before two (2) years and six (6) months from the  Closing  Date,
          Purchaser may (i) elect to purchase the Post-72 Lots and the principal
          of the Post-72 Purchase Money Note shall be reduced to $640,874.00 (or
          $2,041 for each  Post-72  Lot) and  Seller  will not be  obligated  to
          provide  water and storage  facilities  or (ii)  re-convey the Post-72
          Lots to Seller, subject only to the Title Exceptions, in consideration
          for the  cancellation  of the  Post-72  Lots  Purchase  Money Note and
          re-conveyance  of the Post-72 Lots  Purchase  Money  Mortgage.  In the
          event  Purchaser  elects to re-convey the Post-72 Lots to Seller,  the
          Post-72  Lots will not be  subject to the  Restriction  On The Sale Of
          Seller's  Retained  Property.  

     10.  SELLER'S  REPRESENTATIONS.  As a specific  inducement for Purchaser to
enter into this Restated Agreement, Seller represents, warrants and covenants to
Purchaser and agrees with Purchaser as follows:

          (a)  Seller has not entered  into any  pre-paid  or other  reservation
               agreements, Leases, tenancies,  occupancy agreements,  contracts,
               arrangements,   Licenses,   concessions,   easements,   marketing
               agreements or other agreements,  including,  without  limitation,
               marketing  agreements  with any third party regarding the sale of
               Hartsel  Springs  Ranch  property,   service   arrangements   and
               employment agreements, either recorded or unrecorded,  written or
               oral,  affecting the Property,  or any portion thereof or the use
               thereof, other than the Contracts.  Each of the Contracts: (i) is
               in good  standing  and not in  default  or  would  be in  default
               subject to the giving of notice or passage of time or both;  (ii)
               fully assignable to Purchaser without any change in the terms and
               provisions thereof; and (iii) except as expressly provided to the
               contrary on Exhibit "D," may be  cancelled by Purchaser  upon not
               more than thirty (30) days notice  without  payment of premium or
               penalty therefor.  No


                                       10
<PAGE>   11

               tenant  occupying  space  under a  Lease or  any other  agreement
               (i) has prepaid any rent or any other sums;  (ii) is holding over
               contrary  to the  wishes  of  Seller;  (iii) is  entitled  to the
               construction   of  any  tenant   improvements   or  common   area
               improvements; (iv) has any right to set off against any amount of
               rent due or to  become  due;  and (v) has no  understanding  with
               Seller  regarding  occupancy  or any other usage of the  Property
               except as expressly shown on Exhibit "D." Seller shall not modify
               any of the  Contracts  nor shall  Seller  cancel  or  permit  the
               cancellation of any of the Contracts,  and Seller shall not enter
               into any new Contract or other agreement affecting the Property.

          (b)  Seller has no notice or knowledge of: (i) any pending improvement
               liens to be made by any  governmental  authority  with respect to
               the Property; (ii) any violations of building codes and/or zoning
               ordinances or other governmental  regulations with respect to the
               Property;  (iii) any pending or threatened  lawsuits , other than
               shown on the Seller's Litigation Schedule; or (iv) any pending or
               threatened condemnation proceedings, other than shown on Seller's
               Litigation Schedule.

          (c)  To the best of Seller's  knowledge,  no fact or condition  exists
               which would result in the  termination or impairment of access to
               the Property or the ability to obtain  septic  system  approvals,
               water (other than for the Post-72 Lots), electric, gas, telephone
               or other utilities or services to the Property.

          (d)  To the best of  Seller's  knowledge,  no  additional  Park County
               Zoning  Approval  will be required or  necessary to carry out the
               Intended Use.

          (e)  During the period between the date of this Restated Agreement and
               Closing, Seller shall continue to operate and manage the Property
               in a prudent, businesslike and responsible manner consistent with
               its operation and  management  prior to the date of this Restated
               Agreement  and keep  same  clear of  accumulations  of trash  and
               debris.  Seller shall have the right to the end of the Inspection
               Period  to sell the  Lots.  From the  date of  execution  of this
               Restated Agreement until the Closing Date, Seller may not sell or
               otherwise convey,  lien or encumber any of the Lots. Seller shall
               continue to maintain all of the present  services to the Property
               and make all  repairs  and  replacements  to the  Property in the
               ordinary course of business.  In addition,  Seller shall make all
               payments due prior to Closing in  connection  with the  Property,
               and payments on any other obligations affecting the Property.

          (f)  Seller is vested with good,  marketable  and insurable fee simple
               title to the Lots subject only to the Title Exceptions.


                                       11
<PAGE>   12

          (g)  Prior to  Closing,  Seller  shall  comply  with all laws,  rules,
               regulations,  and  ordinances  of  all  governmental  authorities
               having   jurisdiction   over  the   Property.   Seller  shall  be
               responsible  for and  shall  promptly  pay all  amounts  owed for
               labor,  materials  supplied,  services  rendered and/or any other
               bills or amounts related to Seller and Seller's  ownership and/or
               operation of the Property prior to Closing.

          (h)  Subject only to Seller's right to sell the Lots to the end of the
               Inspection Period and Bluegreen's  right of first refusal,  which
               shall expire on or before the end of the Inspection Period, prior
               to Closing,  no portion of the Property or any interest  therein,
               beneficial or otherwise, shall be alienated, encumbered, conveyed
               or otherwise transferred. In addition, Seller shall not negotiate
               any  potential  sale of the Property  with any third party during
               the term hereof.  Further,  prior to Closing,  no interest in the
               Seller, beneficial or otherwise, shall be alienated,  encumbered,
               conveyed or otherwise transferred if such event could, within the
               opinion  of  Purchaser,  negatively  affect  Seller's  ability to
               fulfill the transaction contemplated by this Restated Agreement.

          (i)  Mercantile  is a  corporation  duly formed and  validly  existing
               under the laws of the State of Nevada. HSRC is a corporation duly
               formed  and  validly  existing  under  the  laws of the  State of
               Colorado.  The  execution,   delivery  and  performance  of  this
               Restated  Agreement  by Seller have been duly  authorized  and no
               consent of any other person or entity to such execution, delivery
               and  performance  is required to render this document a valid and
               binding instrument  enforceable against Seller in accordance with
               its terms.  Neither the execution of this  Restated  Agreement or
               the  consummation of the transactions  contemplated  hereby will:
               (i) result in a breach of, or default  under,  any  agreement  to
               which  Seller is a party or by which the  Property  is bound;  or
               (ii) violate any restrictions to which Seller is subject.

          (j)  To the best of Seller's  knowledge,  there has not been and there
               is not now: (i) any Hazardous  Substance present on the Property;
               (ii) any  present or past  generation,  recycling,  reuse,  sale,
               storage,  handling,  transport  and/or  disposal of any Hazardous
               Substance  on the  Property;  or (iii) any failure to comply with
               any  applicable  local,  state  or  federal  environmental  laws,
               regulations,  ordinances  or  administrative  or judicial  orders
               relating to the  generation,  recycling,  reuse,  sale,  storage,
               handling,  transport and/or disposal of any Hazardous  Substance.
               Seller  has  not  received  any  notice  from  any   governmental
               authority regarding the presence of any Hazardous Substance,  any
               present or past  generation,  recycling,  reuse,  sale,  storage,
               handling, transport and/or disposal of any Hazardous Substance or
               any failure to comply with any applicable local, state or federal
               environmental 


                                       12
<PAGE>   13

               laws,  regulations,  ordinances  or  administrative  or  judicial
               orders  relating  to  the  generation,  recycling,  reuse,  sale,
               storage,  handling,  transport  and/or  disposal of any Hazardous
               Substance.  As used herein, the term "Hazardous  Substance" means
               any substance or material defined or designated as a hazardous or
               toxic waste  material or substance,  or other similar term by any
               federal,  state or local  environmental  statute,  regulation  or
               ordinance  presently or hereinafter  in effect,  as such statute,
               regulation or ordinance may be amended from time to time.

          (k)  Except as is  disclosed  on  Exhibit  "D,"  there are no  Leases,
               occupancy agreements,  marketing agreements, sales agreements, or
               any other  type or form of  agreement,  either  written  or oral,
               which affect the Property and Seller has exclusive  possession of
               the Property.

          (l)  Seller has no  unfulfilled  obligation  of any nature  whatsoever
               owed to any of Seller's  employees  including  but not limited to
               the payment of employees wages and associated  payroll taxes that
               could result in a claim against the Purchaser or the Property.

          (m)  Each South Ranch Lot, South Ranch Partial Lot, South Ranch Add-On
               Lot,  North Ranch Partial Lot and North Ranch Lot that makes up a
               part of the Property  (i) has, a reserved  right for a water well
               (ii) is served by fully  installed Park County roads of record or
               easements for road extensions (not less than ninety percent (90%)
               of the  lots  that  make up the  Property  are  served  by  fully
               installed  Park County  roads of record)  (iii) will be delivered
               unencumbered  except for the Title Exceptions and (iv) has access
               (subject  to the  expenditures  as  necessary  to make  utilities
               available  to the Lots) to other Park County  services  including
               but not limited to electric,  telephone,  police  services,  fire
               services and schools.  The foregoing  representation also applies
               to the Post-72 Lots with the exception of 10.(m) (i).

          (n)  While the Restriction on Sale of Seller's Retained Property is in
               effect,  Seller  will  not  sell  any  of the  Seller's  Retained
               Property  except as allowed by this  Restated  Agreement  and the
               Restriction On The Sale Of Seller's Retained Property.

          (o)  Seller agrees to record the  Restriction  On The Sale Of Seller's
               Retained  Property  against  all of  Seller's  Retained  Property
               junior only to the Coverage CC&R. In the event of a breach of the
               Restriction On The Sale Of Seller's  Retained  Property by Seller
               or any  Affiliate of or  successor in interest to Seller,  Seller
               will consent to the filing of the Injunction. The Injunction will
               prevent  Seller  from  selling  any lot,  


                                       13
<PAGE>   14

               now existing or to be platted in Hartsel  Springs  Ranch owned by
               Seller,  or any  Affiliate of or successor in interest to Seller,
               for a period  of ten (10)  years  from  the date of  filing.  The
               Seller  and  Purchaser  hereby  agree that the  determination  of
               damages in the event of Seller's breach of the Restriction On The
               Sale  Of  Seller's   Retained  Property  would  be  difficult  to
               ascertain  and hereby agree that the filing of the  Injunction is
               an appropriate  remedy for Seller's  breach of the Restriction On
               The Sale Of Seller's Retained Property.

          (p)  Seller shall make available at its cost,  sufficient water rights
               and  storage  facilities  as may be  required  or  necessary,  as
               determined  pursuant  to 12.(v) of this  Restated  Agreement,  to
               obtain approval of the Plan of Augmentation.

          (q)  Seller shall assist Purchaser with the preparation and submission
               of   all   Governmental   Approvals   including   executing   all
               applications  and  other  documents  as may be  necessary  in the
               reasonable opinion of Purchaser. Any out-of-pocket costs incurred
               by Seller in assisting Purchaser shall be borne by Purchaser.

     The following representations,  warranties and covenants of Seller shall be
deemed  renewed at and shall  survive the Closing:  10.(a);  (b); (c); (g); (i);
(j); (k); (l); (m); (n); (o); (p) and (q) provided,  however,  if Seller becomes
aware  of  any  event  or   changed   circumstance   that   causes  or  makes  a
representation,  warranty or covenant of Seller given herein with respect to the
Property untrue as of Closing, Seller shall,  immediately upon learning of same,
notify  Purchaser of such event or changed  circumstance in writing,  and unless
Seller is willing and able to  remediate  the event or changed  circumstance  or
condition prior to Closing,  Purchaser shall have the right by written notice to
Seller and Escrow Agent to either (i)  terminate  this  Restated  Agreement,  in
which event the Earnest Money Deposit shall be returned to Purchaser and neither
party shall have any further obligation  hereunder,  or (ii) proceed to Closing,
in which event the affected representation, warranty or covenant shall be deemed
modified as of the Closing Date to conform to the event or changed  circumstance
or condition.

     Notwithstanding  the election  available  to Purchaser  pursuant to (i) and
(ii) above, in the event any representation,  warranty and/or covenant of Seller
made in this Restated Agreement becomes untrue as of or prior to Closing, Seller
shall be liable to Purchaser  for damages in the event  Seller (i)  knowingly or
negligently  made an  inaccurate  or  untruthful  representation  or warranty or
covenanted  to perform an act which  Seller did not intend to perform or knew it
was incapable of performing or (ii) by commission or omission  caused or allowed
a representation or warranty true when made to become untrue.

     11.  REPRESENTATIONS OF PURCHASER.  As a specific  inducement for Seller to
enter into this Restated Agreement, Purchaser represents, warrants and covenants
to Seller and agrees with Seller as follows:  (a) that the  execution,  delivery
and performance of this Restated  Agreement by Purchaser is the legal, valid and
binding agreement of the Purchaser; (b) Purchaser is 


                                       14
<PAGE>   15

an experienced  developer of real property and has been and is currently engaged
in the sale of residential real estate lots in Park County,  Colorado as part of
its ordinary business activities; (c) through the delivery of the Purchase Money
Note,  Post-72  Lots  Purchase  Money Note and/or  through  arms length  lending
transactions, has the financial ability and wherewithal,  subject to Purchaser's
right to cancel during the Inspection  Period,  to proceed to Closing and to pay
the balance of the  Purchase  Price by the  delivery of cash or cash  equivalent
using  currency  of the United  States of America and  delivery of the  Purchase
Money Note and Post-72 Lots Purchase Money Note; (d) Purchaser shall  diligently
proceed to obtain the  Governmental  Approvals on or before the Outside  Closing
Date,  as some may be  extended  pursuant  to the terms and  conditions  of this
Restated  Agreement;  and (e) subject to Seller  making  available  to Purchaser
sufficient water and storage facilities at Seller's cost as required pursuant to
this Restated  Agreement,  Purchaser shall diligently proceed to obtain approval
of the Plan of Augmentation.

     12. COVENANTS OF SELLER.  In addition to the other covenants and agreements
of Seller  contained in this Restated  Agreement,  Seller  hereby  covenants and
agrees with Purchaser to: (i) record against Seller's Retained Property,  junior
only to the  Coverage  CC&R and be bound by the terms  and  conditions  of,  the
Restriction  On The  Sale Of  Seller's  Retained  Property  (ii) to  record  the
Coverage  CC&R as a  senior-most  lien  against the Lots and  Seller's  Retained
Property  (iii) to assist  Purchaser in  obtaining  the  Governmental  Approvals
including  but not  limited  to  executing  any and all  applications  or  other
registration  materials whatsoever as reasonably requested by the Purchaser (iv)
to allow for the  filing of the  Injunction  in the event  Seller  violates  the
Restriction  On The Sale Of Seller's  Retained  Property(v) at Seller's cost, to
make water and  storage  facilities  available,  as  required  in the opinion of
counsel  hired by  Purchaser  to  obtain  approval  of the Plan of  Augmentation
(Seller  shall have the right to approve  said  counsel in  Seller's  reasonable
opinion)  and (vi) Seller  shall  record the Option  junior only to the Coverage
CC&R and  Restriction  On The Sale Of Seller's  Retained  Property,  against the
Option  Lots.  All  recordations  are to be  completed  at or prior to  Closing.
Seller's covenants shall survive Closing.

     12-A. COVENANTS OF  PURCHASER.  In  addition  to the  other  covenants  and
agreements of Purchaser contained in this Restated  Agreement,  Purchaser hereby
covenants  and agrees with  Seller to: (i)  diligently  pursue all  Governmental
Approvals  (ii) to assist  Seller,  at  Seller's  expense in a Section  1031 tax
deferred exchange and (iii) subject to Seller providing, at Seller's cost, water
and storage facilities as determined pursuant to 12.(v), Purchaser shall pay the
costs and  expenses  of having the Plan of  Augmentation  approved.  Purchaser's
covenants shall survive Closing.

     13.  DEFAULT  PROVISIONS.  In the event of the  failure  or  refusal of the
Purchaser to proceed with Closing on or before the Outside  Closing Date as same
may be extended pursuant to the terms hereof, without fault on Seller's part and
without failure of title or any conditions precedent to Purchaser's  obligations
hereunder,  Seller  shall  receive  the  Earnest  Money  Deposit as agreed  upon
liquidated  damages for said breach as Seller's  sole and  exclusive  remedy for
default of  


                                       15
<PAGE>   16

Purchaser,  whereupon the parties  shall be relieved of all further  obligations
hereunder,  except those  obligations  which are  specifically  stated herein to
survive the termination or Closing of this transaction.

     In the  event  of a  default  by  Seller  under  this  Restated  Agreement,
Purchaser  at its option  shall have the right to: (i) receive the return of the
Earnest Money  Deposit  whereupon the parties shall be released from all further
obligations  under this Restated  Agreement,  except those obligations which are
specifically  stated  herein to  survive  the  termination  or  Closing  of this
transaction, unless the default was caused by the willful act, willful omission,
misrepresentation  or breach of covenant by Seller in which event  Seller  shall
continue  to be liable for damages  caused  thereby,  anything  to the  contrary
notwithstanding,  or,  alternatively,  (ii)  seek  specific  performance  of the
Seller's  obligations  hereunder  and/or any other equitable  remedies,  without
thereby  waiving  damages.  Notwithstanding  the  foregoing,  in the  event of a
default by either party of any obligation which  specifically  survives Closing,
then the  non-defaulting  party  shall be  entitled  to seek any  legal  redress
permitted by law or equity.

     The provisions hereof shall survive Closing.

     14. PRORATIONS.  Real estate and personal property taxes, rents (whether or
not actually collected),  interest,  costs and revenues and all other proratable
items shall be prorated as of the Closing Date.  Seller shall be responsible for
the  payment of all  utility  bills and shall  receive  credit  for any  prepaid
utility  deposits as of the Closing Date.  Seller shall pay all sales and/or use
tax due on revenues  received and  purchases  made prior to the Closing Date and
shall comply with all  statutory  provisions  necessary  for  Purchaser to avoid
transferee  liability  for same.  In the event the taxes for the year of Closing
are unknown,  the tax proration will be based upon the taxes for the prior year,
and at the request of either  party,  the taxes for the year of Closing shall be
reprorated  and  adjusted  when the tax bill for such year is  received  and the
actual amount of taxes is known.  The provisions of this paragraph shall survive
the Closing. 

     15.  IMPROVEMENT  LIENS.   Certified,   confirmed  or  ratified  liens  for
governmental  improvements as of the Closing Date, if any, shall be paid in full
by Seller,  and pending liens for  governmental  improvements  as of the Closing
Date shall be assumed by the  Purchaser,  provided  that where the  governmental
improvement  has been  substantially  completed  as of the  Closing  Date,  such
pending lien shall be considered certified.

     16.  CLOSING COSTS. The parties shall bear the following Closing costs:

          (a)  The Purchaser  shall be responsible for payment of the following:
               (i) the cost of examining  the Title  Commitment  and Survey,  if
               any,  (ii)  any and all  costs  and  expenses  of  architectural,
               engineering  and other  inspection  and  feasibility  studies and
               reports incidental to Purchaser's inspections,  and (iii) clerk's
               recordation fees for recording the warranty deed.


                                       16
<PAGE>   17

          (b)  The Seller shall be responsible for payment of the following: (i)
               any costs  associated  with issuance of the Title  Commitment and
               delivery of a Survey if available, (ii) the premium for the Title
               Policy,  (iii) any transfer taxes in connection with the delivery
               of the deed and documentary stamp tax and surtax,  (iv) recording
               costs on  documents  necessary to clear title and (v) the cost of
               recording the Option,  Coverage CC&R and  Restriction On The Sale
               Of Seller's Retained Property.

          (c)  Each party  shall pay its own legal fees  except as  provided  in
               Section 25(d) below.

          (d)  The parties shall equally share the cost of Escrow.

     17.  CLOSING. The Closing shall be held at the offices of the Escrow Agent.

     At Closing, Seller shall execute and/or deliver to Purchaser through Escrow
the following Closing documents:

          (a)  a good and  sufficient  warranty  deed to convey the  Property to
               Purchaser subject only to the Title Exceptions;

          (b)  an appropriate mechanic's lien affidavit,  sufficient in form and
               content for any title  insurance  company to delete the  standard
               exceptions  for  mechanic's  liens,  and,  to the  extent of work
               performed  in the ninety (90) days prior to Closing,  appropriate
               releases  and  indemnities  to allow  Purchaser  to obtain  title
               insurance coverage over any unfiled liens;

          (c)  an affidavit of exclusive possession;

          (d)  a  certified  copy of the  Restriction  On The  Sale Of  Seller's
               Retained  Property recorded junior only to the Cover CC&R against
               all of Seller's Retained Property;

          (e)  a certified  copy of the Coverage  CC&R recorded as a senior-most
               lien against the Property and Seller's Retained Property;

          (f)  assignments of or license  agreements for any of the  trademarks,
               tradenames,   copyrights,   contract   rights,   guarantees   and
               warranties,  intangible  rights  and other  property  and  rights
               included in this  transaction  that  Purchaser  elects to take by
               assignment or license;

          (g)  appropriate   evidence  of  Seller's  formation,   existence  and
               authority to sell and convey the Property;


                                       17
<PAGE>   18

          (h)  an appropriate  "gap" affidavit  and/or  indemnity as required by
               the title insurer;

          (i)  the Title Policy;

          (j)  a certificate  reaffirming  all  representations,  warranties and
               covenants of Seller;

          (k)  the License;

          (l)  Evidence,  satisfactory to Purchaser,  that Seller has sufficient
               water resources and storage facilities,  either existing or to be
               made  available by Seller,  at its cost, to allow for approval of
               the Plan of Augmentation;

          (m)  a certified copy of the Option  recorded  against the Option Lots
               junior only to the Coverage CC&R and  Restriction  On The Sale Of
               Seller's Retained Property; and

          (n)  such other items as may be required by Escrow Agent to consummate
               the Closing.

         At Closing, Purchaser shall deliver through Escrow to the Seller:

          (a)  The Earnest Money Deposit;

          (b)  The Purchase Money Note and Purchase Money Mortgage;

          (c)  The Post-72 Lots  Purchase  Money Note and Post-72 Lots  Purchase
               Money Mortgage;

          (d)  The  balance  of the  Purchase  Price in  currency  of the United
               States of America in cash or cash equivalent; and

          (e)  Such  other  documents  as may be  required  by  Escrow  Agent to
               consummate the Closing.

     At Closing,  Seller and Purchaser  shall each execute  counterpart  Closing
statements and such other  documents as are  reasonably  necessary to consummate
this transaction.

     18.  BROKERS;  CONSULTANTS.  Purchaser and Seller each  represent that they
know of no Broker who may have any claim for a  commission  in  connection  with
this transaction.


                                       18
<PAGE>   19

     19.  ASSIGNABILITY.  Purchaser  shall be  entitled  to  assign  its  rights
hereunder to any Affiliate of Purchaser, provided that upon any such assignment,
Purchaser shall not be released from its obligations hereunder.

     20. INSPECTIONS.  Purchaser, and Purchaser's agents and contractors,  shall
have the right  during  the term of this  Restated  Agreement  to enter upon the
Property at  reasonable  times for purposes of  inspection  and making tests and
studies thereon.  Throughout the term of this Restated  Agreement,  Seller,  its
agents and employees shall at all times cooperate with Purchaser, its agents and
contractors in connection  with their  performance of the  inspections  provided
herein. Purchaser agrees to indemnify,  defend and hold harmless Seller from and
against all liabilities,  damages,  claims,  costs, fees and expenses whatsoever
(including  reasonable attorneys fees and court costs at trial and all appellate
levels)  arising out of or resulting  from any damage to the Property  caused by
Purchaser,  or Purchaser's agents,  contractors or employees, in connection with
such inspection or investigation.

     21.  ESCROW  AGENT.  The Escrow  Agent  shall not be liable for any actions
taken in good faith, but only for its gross or willful negligence. Purchaser and
Seller  hereby agree to indemnify  and hold the Escrow Agent  harmless  from and
against any loss,  liability,  claim or damage whatsoever  (including reasonable
attorney's  fees and court costs at trial and all  appellate  levels) the Escrow
Agent may incur or be  exposed  to in its  capacity  as escrow  agent  hereunder
except  for that  caused by  Escrow  Agent's  gross  negligence  and/or  willful
misconduct.  If there be any dispute as to  disposition  of any proceeds held by
the Escrow Agent  pursuant to the terms of this Restated  Agreement,  the Escrow
Agent is hereby authorized to interplead said amount or the entire proceeds with
any Colorado  court of competent  jurisdiction  and thereby be released from all
obligations hereunder.  So long as the Earnest Money Deposit is deposited with a
federally insured Colorado commercial bank, the Escrow Agent shall not be liable
for any failure of the depository.

     22.  NOTICES.  Any  notices  required or  permitted  to be given under this
Restated Agreement shall be in writing and shall be deemed to have been given if
delivered  by hand,  sent by  recognized  overnight  courier  (such  as  Federal
Express),  sent by facsimile  transmission  or mailed by certified or registered
mail, return receipt requested,  in a postage prepaid envelope, and addressed as
follows:

<TABLE>
<S>                                 <C>
         If to the Purchaser at:      Preferred Equities Corporation
                                      4310 Paradise Road
                                      Las Vegas, Nevada  89109
                                      Attn:  Frederick H. Conte,
                                             Executive Vice President
                                      Fax No. (702) 369-4398
</TABLE>


                                       19
<PAGE>   20

<TABLE>
<S>                                  <C>
         With a copy to:              Preferred Equities Corporation
                                      4310 Paradise Road
                                      Las Vegas, Nevada  89109
                                      Attn:  Jon A. Joseph, Esq.
                                      Fax No. (702) 369-4398

         If to the Seller at:         Richard Grumet, President
                                      Hartsel Springs Ranch
                                      P.O. Box 5
                                      Hartsel, Colorado  80449
                                      Fax No. (719) 836-0321

         With a copy to:              Gregory M. Lattimer
                                      6960 S. Newland Ct.
                                      Littleton, Colorado  80123
                                      Fax No. (303) 215-1204

         If to the Escrow Agent at:   Security Title Guaranty Co.
                                      60615 U.S. Highway 285
                                      P.O. Box 331
                                      Bailey, Colorado  80421
                                      Attn:  Ginger Dyer
                                      Fax No. (303) 838-5537
</TABLE>

     Notices  personally  delivered or sent by overnight courier shall be deemed
given on the date of delivery,  notices transmitted by facsimile shall be deemed
given  on  the  date  sent  provided  that  the  transmitting  machine  confirms
transmission  in writing (or otherwise,  upon actual receipt by the other party)
and notices mailed in accordance  with the foregoing shall be deemed given three
(3) days after deposit in the U.S.  mails.  Signatures on documents  transmitted
via  facsimile  shall be  binding  as if an  original  signature.  A copy of all
notices shall be provided to the Escrow Agent; however,  failure to provide such
copy(ies)  shall  not  modify  the  effect  of any such  notice  on the  primary
recipient.

     23.  RISK OF LOSS.  Seller  shall  continue to bear the risk of loss to and
including the Closing Date.  The Property  shall be conveyed to Purchaser in the
same  condition  as on the  date  of  this  Restated  Agreement,  force  majeure
excepted,  free  of all  Leases,  tenancies  or  occupancies  other  than  those
described on Exhibit "D" that are acceptable to Purchaser,  and Seller shall not
remove anything from the Property between now and Closing. In the event that the
Property or any  material  portion  thereof is taken by eminent  domain prior to
Closing, Purchaser shall have the option of either: (i) cancelling this Restated
Agreement and receiving a refund of the Earnest  Money  Deposit  whereupon  both
parties  shall be  relieved  of all  further  obligations  under  this  Restated
Agreement,  except those  obligations  which are  specifically  stated herein to
survive the  termination or Closing of this  transaction,  or (ii) Purchaser may
proceed  with  Closing  in  which  case  Purchaser  shall  be  entitled  to  all
condemnation  awards and  settlements.  In the event the  Property is 


                                       20
<PAGE>   21

damaged or destroyed as a result of force majuere or otherwise prior to Closing,
Seller  shall have the option to repair and  restore  the  Property  to the same
condition  as before the damage and the Closing Date shall be deferred for up to
sixty (60) days to permit such repair and  restoration.  If Seller elects not to
repair  and  restore or if Seller is unable to repair and  restore  within  such
sixty (60) day  period,  then  Purchaser  shall  have the option of either:  (i)
cancelling  this Restated  Agreement and receiving a refund of the Earnest Money
Deposit,  whereupon both parties shall be released from all further  obligations
under this Restated Agreement, except those obligations which are specifically
stated herein to survive the termination or Closing of this transaction, or (ii)
allowing Seller  additional time to repair and restore or (iii)  proceeding with
Closing, in which case Purchaser shall be entitled to all insurance proceeds, if
any and to a credit equal to the insurance deductibles, if any.

     24. SELLER'S INDEMNITY.  Seller shall indemnify and hold Purchaser harmless
from any and all liability,  including  costs and attorneys'  fees (at trial and
all appellate levels) for:

          (a)  Any contracts for services to the Property existing now or at any
               time prior to Closing;

          (b)  Any personal  property taxes remaining  unpaid for calendar years
               prior to the year of Closing;

          (c)  Any  claims  made  against  Purchaser  by  Seller's   employee(s)
               employed at the Property;

          (d)  Any claims made  against  Purchaser or the Property by persons or
               governmental  agencies  who claim  monies  due for wages or other
               payments for employee(s)  benefits and any and all payroll taxes,
               including but not limited to, federal, state, local and other tax
               withholdings and federal and state unemployment taxes;

          (e)  Any claims made against  Purchaser,  or any attempt whatsoever to
               prevent the issuance of, or otherwise  interfere with, the filing
               of the  Injunction  in the event the  Restriction  On The Sale Of
               Seller's Retained Property is breached;

          (f)  Any claims made against  Purchaser or the Lots as a result of the
               termination  of  Seller's  marketing   agreement  with  Bluegreen
               Corporation; and

          (g)  Any  misrepresentations  made by Seller and/or breach of warranty
               or covenant by Seller as to matters which survive Closing.

     24A.  PURCHASER'S  INDEMNITY - Purchaser  shall  indemnify  and hold Seller
harmless from any and all liability,  including  costs and  attorneys'  fees (at
trial and all  appellate  levels)  for (i) any  action  taken by Seller  against
Purchaser in the event  monumentation,  signage and other  identification  to be
installed on the Property by Purchaser does not reasonably  conform with 


                                       21
<PAGE>   22

design, scale and/or quality of the Master Plan Monumentation program at Hartsel
Springs Ranch (ii) any damage or impairment to the name "Hartsel  Springs Ranch"
as a result of  Purchaser's  use of said name or joinder of Seller in litigation
or governmental proceeding as a result of Purchaser's use of said name and (iii)
for damages to the Seller in the event Purchaser  influenced or otherwise caused
Bluegreen  Corporation to breach its marketing agreement with Seller;  Purchaser
categorically  denies  having  taken any  action  which in any  manner  may have
resulted in Bluegreen Corporation's breach of said marketing agreement.

     The provisions of this Section shall survive the Closing.

     25.  MISCELLANEOUS.

          (a)  This  Restated  Agreement  shall be  construed  and  governed  in
               accordance  with the laws of the  State of  Colorado.  All of the
               parties  to this  Restated  Agreement  have been  represented  by
               competent counsel and have participated  fully in the negotiation
               and preparation hereof; and, accordingly, this Restated Agreement
               shall  not be  more  strictly  construed  against  any one of the
               parties  hereto.  

          (b)  All signs and  monumentation  erected by Purchaser on South Ranch
               shall be subject to the reasonable review and approval of Seller.

          (c)  In the event any term or provision of this Restated  Agreement be
               determined  by  appropriate  judicial  authority to be illegal or
               otherwise  invalid,  such  provision  shall be given its  nearest
               legal  meaning  or be  construed  as  deleted  as such  authority
               determines, and the remainder of this Restated Agreement shall be
               construed to be in full force and effect.

          (d)  In the event of any  litigation  between the  parties  under this
               Restated  Agreement,  the  prevailing  party shall be entitled to
               reasonable  attorney's  fees and  court  costs at all  trial  and
               appellate  levels.  The  provisions  of this  subparagraph  shall
               survive the Closing coextensively with other surviving provisions
               of this Restated Agreement.

          (e)  If any date upon which,  or by which,  action required under this
               Restated  Agreement  is  a  Saturday,  Sunday  or  legal  holiday
               recognized  by  the  Federal   government  and/or  the  State  of
               Colorado,  then the date for such action shall be extended to the
               first day that is after such date and is not a  Saturday,  Sunday
               or legal holiday  recognized by the Federal government and/or the
               State of Colorado.

          (f)  In construing this Restated Agreement, the singular shall be held
               to include the plural, the plural shall include the singular, the
               use of any gender shall include every other and all genders,  and
               captions and paragraph headings shall be disregarded.


                                       22
<PAGE>   23

          (g)  Neither  Purchaser  nor  Seller  is aware of any  fact,  event or
               condition which could or would prevent or adversely  affect their
               respective  abilities  to meet and comply  with their  respective
               representations,  covenants and conditions  pursuant to and under
               this Restated Agreement.  This Restated Agreement is entered into
               subject to a covenant of good faith and fair dealing on behalf of
               both  Purchaser  and Seller.  Remedies  available to either party
               under this Restated  Agreement shall be available to either party
               under this  Restated  Agreement if  circumstances  so warrant and
               allow.

          (h)  All of the Exhibits and any Escrow Instructions  attached to this
               Restated  Agreement are incorporated in, and made a part of, this
               Restated Agreement.

          (i)  Time is of the  essence  for each  and  every  provision  of this
               Restated Agreement.

     26.  ACCEPTANCE  DATE.  This  Restated  Agreement  shall be of no force and
effect and shall be deemed to be null and void unless  executed by the Purchaser
and the Seller on or before October 10, 1997, the Acceptance Date.

     27. ENTIRE AGREEMENT. This Restated Agreement, the Escrow Instructions,  if
any, and the Exhibits  attached hereto  constitute the entire agreement  between
the parties and there are no other  agreements,  representations  or  warranties
other than as set forth  herein.  This  Restated  Agreement  may not be changed,
altered or  modified  except by an  instrument  in  writing  signed by the party
against whom enforcement of such change would be sought. This Restated Agreement
shall be binding upon the parties  hereto and their  respective  successors  and
assigns and shall supersede and completely replace the Agreement.


                                       23
<PAGE>   24

     EXECUTED as of the date first above written in several  counterparts,  each
of which shall be deemed an original, but all constituting only one agreement.

<TABLE>
<S>                                     <C>
Witnessed by:                            SELLER:
                                         MERCANTILE EQUITIES CORPORATION

/s/ GREGORY M. LATTIMER                  By: /s/ RICHARD S. GRUMET
------------------------                    -----------------------
/s/ V. M. DYER                           Name: Richard S. Grumet
------------------------                 Title:   President

Witnessed by:                            SELLER:
                                         HARTSEL SPRINGS RANCH OF COLORADO

/s/ GREGORY M. LATTIMER                  By: /s/ RICHARD S. GRUMET
------------------------                    ----------------------
/s/ V. M. DYER                           Name: Richard S. Grumet
------------------------                 Title:   President

                                         PURCHASER:
                                         PREFERRED EQUITIES CORPORATION,
                                         a Nevada corporation

Witnessed by:

/s/ JON A. JOSEPH                        By:  /s/ FREDERICK H. CONTE
-------------------------                   ------------------------
/s/ C. SCOTT MAYNARD                     Name:    Frederick H. Conte
-------------------------                Title:   Executive Vice President
</TABLE>


                                       24
<PAGE>   25

                            APPENDIX OF DEFINED TERMS


ACCEPTANCE DATE - defined in Section 26.

AFFILIATE  -  shall  mean  a  person,  partnership,  corporation  or  any  other
organization of any nature or type whatsoever,  that controls,  is controlled by
or under control with Purchaser or Seller.  As used herein,  "control" means the
ability,  standing  alone,  to direct the  affairs  of another  person or entity
without their respective consent.

AGREEMENT - defined in the Recital of Fact.

BROKER(S) - means the broker(s), if any, defined in Section 18.

CEASE AND DESIST ORDER - means the Cease and Desist Order issued against Bankers
Life and Casualty Company et al on March 12, 1979.

CLOSING - means conveyance of the Property from Seller to Purchaser via warranty
deed and termination of Escrow.

CLOSING DATE - The date on which the Lots are conveyed to the Purchaser.

CONTRACTS - defined in Section 7. A schedule of Contracts is attached as Exhibit
"D." Contracts include but are not limited to Leases,  Licenses,  Plans, Studies
and the Survey, if any.

COVERAGE CC&R - mean the covenants,  conditions and  restrictions to be recorded
as a  senior-most  lien against the Lots and  Seller's  Retained  Property.  The
Coverage  CC&R will help  maintain the open space  character of Hartsel  Springs
Ranch by providing  that all  improvements  to real property  located in Hartsel
Springs Ranch be limited to forty percent (40%)  coverage of any lot now platted
or platted at any time in the  future,  including  but not limited to paving and
landscaping.

DEFECTS  - means  Title  Exceptions  as shown on the Title  Commitment  that are
unacceptable to Purchaser.

EARNEST  MONEY - means a portion of the Purchase  Price and any interest  earned
thereon  delivered  to the  Escrow  Agent for  deposit  in a  federally  insured
Colorado financial institution.

EARNEST MONEY DEPOSIT - means the Earnest Money deposited by the Escrow Agent in
a federally insured Colorado financial institution.

ESCROW - means the escrow  established  with the Escrow Agent to facilitate  the
conveyance  of the Property  from Seller to  Purchaser  pursuant to the terms of
this Restated Agreement.

ESCROW AGENT -  means Security Title Guaranty Co.,  Attn: Ginger Dyer.


                                       25
<PAGE>   26

ESCROW  INSTRUCTIONS  - means any writing by and between  Purchaser,  Seller and
Escrow  Agent  entered  into  to  help   facilitate  the  Closing.   All  Escrow
Instructions shall be attached to and become a part of this Restated  Agreement.
In the event of any conflict  between the terms of this  Restated  Agreement and
Escrow  Instructions,  the terms and conditions of the Escrow Instructions shall
control.

GOVERNMENTAL  APPROVALS  - means  approval  by  Department  of Housing and Urban
Development   ("HUD")  and  State  of  Colorado   governmental   authorities  of
registration  of the South Ranch Lots,  South Ranch  Partial  Lots,  South Ranch
Add-On  Lots,  North  Ranch  Partial  Lots  and  North  Ranch  Lots  for sale by
Purchaser.

HARTSEL SPRINGS RANCH - means the Property,  Seller's  Retained Property and all
other  property  owned by Seller or its  affiliates or assignees in the property
commonly known as Hartsel Springs Ranch.

HAZARDOUS SUBSTANCE - defined in Section 10(j).

INJUNCTION - defined in Section 10.(o).

INSPECTION PERIOD - defined in Section 8.

INTENDED USE - means  Purchaser's  sale of the Lots by  conveyance of fee simple
real property lot sales to customers of Purchaser.

LEASES - means all writings and/or oral agreements that in any manner whatsoever
create an occupancy interest in the Property.

LICENSE - means the  license  for  Purchaser  to use the name  "Hartsel  Springs
Ranch," a form of which is attached hereto as Exhibit "J."

LICENSES - defined in Section  7.(c).  Includes  all HUD and other  governmental
filings.

LOTS - defined in Section 2.

NORTH RANCH LOTS - means the Lots shown on Exhibit "A-5."

NORTH RANCH PARTIAL LOTS - means the Lots shown on Exhibit "A-6."

OPTION - means  Purchaser's  option to acquire the Lots shown on Exhibits "B-3,"
"B-5" and "B-6" to this Restated  Agreement in the event Seller does not require
some or all of said lots for  reservoir  purposes  at a price of $2,700  for any
said lot in South Ranch and $3,250 for any said lot in North Ranch.

OPTION LOTS - means the Lots shown on Exhibits "B-3," "B-5" and "B-6."

OUTSIDE CLOSING DATE - defined in Section 5.


                                       26
<PAGE>   27

PLAN OF AUGMENTATION - means a plan of water  augmentation  for the Post-72 Lots
to be filed with the Colorado Water Court which, upon nonappealable  approval by
the Water Court,  or  nonappealable  order of any court to which the decision of
the Water  Court may be  appealed,  which is to occur on or before two (2) years
and six (6) months  from the  Closing  Date,  will  allow for a well  permit for
domestic  use to be issued for each Post-72  Lot.  Seller is to provide,  at its
cost,  sufficient water resources and storage facilities (as determined pursuant
to Section  12(v) of this Restated  Agreement) so that the Plan of  Augmentation
will be approved.  Purchaser will pay all costs and expenses in association with
the approval of the Plan of Augmentation  including but not limited to legal and
court costs but  excluding  all  internal  expenses of  Purchaser  for its staff
personnel or otherwise,  with said amounts to be credited  against the principal
balance of the Post-72 Purchase Money Note.

PLANS - defined in Section 7.(d).

POST - 72 LOTS - means the Lots shown on Exhibit "A-4."

POST - 72 LOTS PURCHASE  MONEY MORTGAGE - means the mortgage or deed of trust to
be  recorded  against  the Post-72  Lots to secure  payment of the Post-72  Lots
Purchase Money Note.  Post-72 Lots will be released from the lien of the Post-72
Lots Purchase Money Mortgage upon the payment (including normal amortization) of
release  prices of $3,250.00 for each Post-72 Lot, if Purchaser  pays  $2,700.00
for each  Post-72 Lot or upon the payment  (including  normal  amortization)  of
release  prices of $2,591.00 for each Post-72 Lot, if Purchaser  pays  $2,041.00
for each Post-72 Lot.

POST - 72 LOTS PURCHASE MONEY NOTE - means a promissory note delivered to Seller
from  Purchaser  at Closing in the face amount of  $847,800.00  (2,700 times the
number of Post-72 Lots). Prior to the Plan of Augmentation  being approved,  the
Post-72 Lots Purchase  Money Note will be recourse as to the  principal  balance
thereof but not  interest  owed thereon only to the Post-72 Lots and provide for
the payment of interest only payable quarterly calculated at the Prime Rate plus
2% on $640,874.00  ($2,041 times the number of Post-72 Lots). The face amount of
the Post-72 Lots Purchase  Money Note and the amount of principal  interest will
be imputed on shall be adjusted  pursuant to the  ultimate  paragraph of Section
9-A. of this Restated Agreement and as described below.

If the Plan of  Augmentation  is approved on or before the two (2) years and six
(6) months from the Closing  Date,  the Post-72 Lots  Purchase  Money Note shall
become  recourse as to  principal  as well as interest to the  Purchaser  and be
adjusted by  subtracting  from the  principal  face  amount of the Post-72  Lots
Purchase Money Note Purchaser's  out-of-pocket costs spent in having the Plan of
Augmentation  approved,  with interest on the resultant  principal  amount to be
charged at 2% over the Prime Rate payable quarterly with quarterly  amortization
payments,  with all principal not otherwise  paid due and payable five (5) years
from the date of the first  payment  after said  adjustment.  Release  prices of
$3,000.00 for the release of each Post-72 Lot will be credited  against the next
regularly scheduled quarterly principal payment(s).


                                       27
<PAGE>   28

If the Plan of  Augmentation  is not approved on or before two (2) years and six
(6) months from the Closing Date,  Purchaser  shall have within thirty (30) days
of  disapproval or failure to approve within said two (2) year and six (6) month
period,  the election of (i) reducing the principal  balance of the Post-72 Lots
Purchase  Money Note to $640,874.00  ($2,041.00  times the number of the Post-72
Lots),  payable on a recourse basis,  with interest charged at 2% over the Prime
Rate and quarterly amortization payments,  with all principal not otherwise paid
due and payable five (5) years from the date of said election.  Release payments
of $3,000.00 for each Post-72 Lot shall be credited  against the next  regularly
scheduled quarterly principal  payment(s) or (ii) re-conveying,  subject only to
the  Title   Exceptions,   the  Post-72  Lots  to  Seller  in  consideration  of
cancellation  of the Post-72 Lots Purchase  Money Note. In the event the Post-72
Lots are  re-conveyed,  the Post-72 Lots shall not be subject to the Restriction
On The Sale Of Seller's Retained Property.

PRIME RATE - The rate of interest  paid by the most credit  worthy  borrowers to
large  commercial  banks as published in The Wall Street  Journal.  The interest
rate on the Purchase Money Note and Post-72 Lots Purchase Money Note shall be at
2% over the Prime Rate adjusted as of the first business day of each month.

PROPERTY - defined in Section 2.

PURCHASE  MONEY NOTE - means the  recourse  promissory  note to be  delivered by
Purchaser to Seller at Closing in an amount determined by  multiplying 439
North Ranch Lots times $3,250 and adding thereto the  consideration to be paid
for the North Ranch  Partial Lots with interest on said amount to be paid at 2%
over the Prime Rate payable quarterly with quarterly amortization payments,
having a term of five (5) years  from the  Closing  Date.  Release  prices
shall be  credited against the next regularly scheduled principal payment(s).

PURCHASE MONEY  MORTGAGE - means the mortgage or deed of trust recorded  against
the North Ranch Lots to secure  Purchaser's  performance  of the Purchase  Money
Note.  Lots in North  Ranch  subject to the  Purchase  Money  Mortgage  shall be
released  from the lien of the  Purchase  Money  Mortgage  at the  direction  of
Purchaser for the payment of $5,000 a Lot, until such time as the Purchase Money
Note is repaid in full. Releases will also be given for each $5,000.00 increment
of regularly scheduled principal reduction.  Purchase Money Note principal shall
be paid quarterly (with release prices credited to the next regularly  scheduled
principal  payment(s)),  with all  principal  not  otherwise  paid being due and
payable five (5) years from the Closing Date.


                                       28
<PAGE>   29

PURCHASE PRICE - defined in Section 3.

PURCHASER - defined in the preamble to this Restated Agreement.

PURCHASER'S  SALES OFFICE - means at  Purchaser's  election,  Purchaser's  sales
office located at a site mutually  agreeable to Purchaser and Seller or by lease
of Seller's existing sales office or as otherwise determined by Purchaser.

RESTATED AGREEMENT - defined in the preamble of this Restated Agreement.

RESTRICTION ON THE SALE OF SELLER'S  RETAINED  PROPERTY - means the  restrictive
covenant  to be  recorded  on or before the  Closing  Date,  junior  only to the
Coverage CC&R, against Seller's Retained  Property.  The covenant shall run with
the land and restrict Seller,  its Affiliates and its successors and assigns for
a period of the earlier of ten (10) years from the  Closing  Date or for one (1)
year from whenever all of the Lots have been sold, from selling residential lots
in Hartsel Springs Ranch, now platted or platted in the future, unless said lots
are (i) improved  with a single  family  dwelling to be sold at a price not less
than  $99,000.00,  (ii) sold  pursuant  to a Park County  approved,  platted and
recorded  subdivision  restricting  said  lots  solely  for RV use and  having a
maximum size of 5,000 square  feet,  (iii) used,  to a maximum of ten (10) lots,
for trade out services (iv) used for "Buffalo  Package" sales so long as no said
lot shall be sold for less than $40,001.00 (v) used for the "homestead package,"
so long as no said lot is sold for less than $75,000.00 and (vi) used to develop
Seller's Retained Property with a guest lodge/timeshare development,  reservoirs
and bison preserve.

RIGHT OF FIRST  REFUSAL - means  Seller's  covenant,  pursuant to 12(vi) of this
Restated  Agreement  whereby Seller grants to Purchaser a right of first refusal
to match any bona fide offer for any or all of Seller's  Retained  Property upon
the same terms and conditions  offered to Seller for any or all of said Seller's
Retained  Property.  Seller shall  deliver to Purchaser  copies of all offers to
acquire any or all of Seller's  Retained  Property to  Purchaser  and  Purchaser
shall have  thirty  (30) days after  receipt of a copy of any said  offer(s)  to
advise Seller in writing that it has determined to match said  offer(s).  A form
of which is attached hereto and made a part hereof as Exhibit "K".

SELLER - defined in the preamble to this Restated Agreement,  including Seller's
Affiliates, successors and assigns.

SELLER'S LITIGATION SCHEDULE - A schedule of litigation showing all existing and
pending or  threatened  litigation  involving  Seller,  the  Property,  Seller's
Retained Property and Hartsel Springs Ranch.

SELLER'S  RETAINED  PROPERTY - means the real  property  shown on Exhibit  "B-1"
through "B-7"  inclusive and all other real property  located in Hartsel Springs
Ranch,  other than the Lots,  owned by Seller,  its  Affiliates,  successors and
assigns.

SOUTH RANCH LOTS - means the Lots shown on Exhibit "A-1."


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<PAGE>   30

SOUTH RANCH ADD-ON LOTS - means the Lots shown on Exhibit "A-3."

SOUTH RANCH PARTIAL LOTS - means the Lots shown on Exhibit A-2."

STUDIES - defined in Section 7.(d).

SURVEY - means  any  existing  survey  of the  Property  and any  survey  of the
Property to be ordered by and paid for by the Purchaser.

TITLE COMMITMENT - means the commitment for the Title Policy.

TITLE EXCEPTION - means  exceptions to Purchaser's fee simple ownership as shown
on the Title Commitment  and/or the Survey.  Title Exceptions not objected to by
Purchaser will appear on Exhibit "C" and on the Title Policy.

TITLE  POLICY - means  the ALTA Form B  Marketability  owner's  title  insurance
policy issued by a company acceptable to Purchaser in the amount of the Purchase
Price insuring  Purchaser's fee simple ownership to the Lots subject only to the
Title Exceptions, to be delivered from Seller to Purchaser at Closing.

TITLE REVIEW PERIOD - means October 24, 1997.

WATER  OPINION  - means a legal  opinion  in form and  substance  acceptable  to
Purchaser  from a Colorado  attorney  acceptable  to Purchaser,  delivered  from
Seller to  Purchaser  at or prior to Closing  opining to the fact that the South
Ranch Add-On Lots,  South Ranch Partial Lots and North Ranch Partial Lots have a
reserved right to drill a well.

ZONING  APPROVAL - means that existing  zoning of the Property as represented by
Seller in Section 9.(a) of this Restated Agreement, which allows for Purchaser's
Intended Use of the property.


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<PAGE>   31

                                    EXHIBITS


<TABLE>
<S>              <C>  <C>
Exhibit "A-1"    -    South Ranch Lots
Exhibit "A-2"    -    South Ranch Partial Lots
Exhibit "A-3"    -    South Ranch Add-On Lots
Exhibit "A-4"    -    Post-72 Lots
Exhibit "A-5"    -    North Ranch Lots
Exhibit "A-6"    -    North Ranch Partial Lots
Exhibit "B-1"    -    Lodge and Timeshare Development
Exhibit "B-2"    -    Bison Preserve Area
Exhibit "B-3"    -    Equestrian Center Area and Reservoir
Exhibit "B-4"    -    Bison Preserve Area and RV Lots
Exhibit "B-5"    -    Reservoir "A and B," RV Resort and Commercial Area
Exhibit "B-6"    -    Hartsel Spring and Lots
Exhibit "B-7"    -    Highway Signs and Monument Locations
Exhibit "C"      -    Title Exceptions
Exhibit "D"      -    Contracts
Exhibit "D-1"    -    Contracts Previously Provided by Seller
Exhibit "E"      -    Option
Exhibit "F-1"    -    Purchase Money Note
Exhibit "F-2"    -    Purchase Money Mortgage
Exhibit "G-1"    -    Post-72 Lots Purchase Money Note
Exhibit "G-2"    -    Post-72 Lots Purchase Money Mortgage
Exhibit "H"      -    Coverage CC&R
Exhibit "I"      -    Restriction On The Sale Of Seller's Retained Property
Exhibit "J"      -    License
Exhibit "K"      -    Right of First Refusal

</TABLE>

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