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                                                                  EXHIBIT 10.147



                                                                     Exhibit G-1

                           POST-72 LOTS PURCHASE MONEY
                                 PROMISSORY NOTE


U.S. $847,800.00                                                Denver, Colorado
                                                               February 20, 1998


1.   FOR VALUE RECEIVED,  the undersigned  (the  "Borrower")  promises to pay to
     MERCANTILE EQUITIES CORPORATION, a Nevada Corporation,  and HARTSEL SPRINGS
     RANCH OF COLORADO,  INC., a Colorado  corporation,  or order (collectively,
     the "Noteholder"),  and amount equal to the difference  between:  (1) Eight
     hundred forty seven thousand eight hundred dollars  (U.S.$847,800.00);  and
     (2) the adjustments permitted under Section 9-A of that certain Amended and
     Restated Real Estate  Purchase and Sales Agreement dated as of November 25,
     1997,  between  Noteholder  and the Borrower  (the  "Purchase  Agreement").
     Without limiting the foregoing, in the event:

     (a)  a "Plan of  Augmentation"  (as defined in the Purchase  Agreement)  is
          approved  by a final  non-appealable  order of the Water Court (or any
          court to which a decision of the Water Court has been  appealed) on or
          before two (2) years and six (6) months  from the  "Closing  Date" (as
          defined in the Purchase Agreement), then the principal balance of this
          Note shall be reduced by the Borrower's costs and expenses expended in
          obtaining  approval  of the  Plan  of  Augmentation  (such  costs  and
          expenses to included  but not be limited to  engineering  fees,  legal
          fees and court costs,  but exclude all internal  costs and expenses of
          Borrower for its staff  personnel or otherwise).  The Borrower  shall,
          within ten (10) days of the date the order becomes  final,  furnish to
          Noteholder a written statement of the qualifying  expenses incurred by
          the Borrower in  obtaining  approval of the Plan of  Augmentation  and
          Noteholder shall agree within ten (10) days of receipt of such written
          expenses.  Failure of Noteholder to disagree  within such ten (10) day
          period shall constitute the Noteholder's agreement with such expenses.

     (b)  a Plan of Augmentation is not so approved,  then: (1) in the event the
          Borrower elects, pursuant to Section 9-A of the Purchase Agreement, to
          proceed with the purchase, the principal balance of this Note shall be
          reduced  to  $640,874.00;  or (2) in the  event the  Borrower  elects,
          pursuant to Section 9-A of the  Purchase  Agreement,  to reconvey  the
          "Post-72 Lots" (as defined in the Purchase Agreement),  then upon such
          reconveyance  this  Note  shall  (provided  all  payments  of  accrued
          interest are made to the date of reconveyance) be deemed paid in full.
          Notwithstanding  the  foregoing  or  any  provision  of  the  Purchase
          Agreement:  (i) the  Borrower  shall not be  obligated to reconvey any
          Post-72  Lost which the  Borrower  sold prior to the date the Borrower
          elects to reconvey  the Lots  (provided  the Borrower has remitted the
          release  price to the  Noteholder as provided  herein);  (ii) any such
          reconveyance  shall be subject to the  provisions of Section 14 of the
          Purchase Agreement;  and (iii) the Noteholder's obligation to accept a
          reconveyance shall be subject to the condition that Noteholder receive
          an Owner's ALTA Form B Marketability  Policy  effective as of the date
          of reconveyance at minimum promulgated risk rate premiums, without any
          guarantees and without any  exceptions,  standard or otherwise,  other
          than the "Title Exceptions" (as defined in the Purchase Agreement).

     Except with respect to the obligation to pay accrued interest, this Post-72
     Lots Purchase Money  Promissory  Note shall be recourse only to the Post-72
     Lots as defined in the Purchase  Agreement.  Notwithstanding the foregoing,
     in the event a Plan of  Augmentation  is so approved or the Borrower elects
     to proceed with the purchase  notwithstanding the fact that no such Plan of
     Augmentation has


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       been approved or the Borrower's  option to reconvey is  terminated,  then
       the  Noteholder  shall have full recourse to the Borrower (for  principal
       and  interest)  and the adjusted  principal of this Post-72 Lots Purchase
       Money Promissory Note shall be payable as follows:

             (1)   In the event an  Augmentation  Plan has been approved,  the
                   adjusted  principal  balance  hereof  shall be  payable  in
                   twenty (20) equal consecutive quarterly installments.  Such
                   installments  shall be due and payable the last day of each
                   March, June, September,  and December,  with the first such
                   installment  due on the first of such dates to occur  after
                   the Augmentation Plan becomes final and nonappealable.  The
                   principal  amount of each  installment  shall be determined
                   after the  Augmentation  Plan becomes final by dividing the
                   adjusted  balance  of  this  Post-72  Lots  Purchase  Money
                   Promissory Note by twenty (20).
             (2)   In the event an Augmentation Plan has not been approved but
                   the Borrower desires to purchase the Post 72 Lots, then the
                   adjusted  balance  hereof  shall be payable in twenty  (20)
                   equal  consecutive  quarterly   installments  of  principal
                   payable on the last day of each  calendar  quarter with the
                   first  such  payment  due on  9/30/2000  and the last  such
                   payment due on 6/30/2005.

2.   In addition to the foregoing,  the Borrower promises to pay interest on the
     unpaid  principal  balance hereof at a rate per annum equal at all times to
     2% above the "Prime Rate" (as hereinafter defined).  Accrued interest shall
     be due and  payable  quarterly  in arrears  on the last day of each  March,
     June, September and December,  with the first such payment due on the first
     of such dates to occur after the Closing  Date.  For purposes  hereof,  the
     "Prime  Rate" shall mean the rate of interest  indicated in the Wall Street
     Journal as the prime  rate.  Any change in the Prime Rate shall take effect
     on the date  announced by the Wall Street  Journal as the effective date of
     such change.  Interest  shall be  calculated  on the actual  number of days
     elapsed  on the  basis  of a year  consisting  of 360  days.  However,  for
     purposes of calculating interest, until a Plan of Augmentation is approved,
     or the Borrower  elects to proceed with the  purchase  notwithstanding  the
     fact that no Plan of  Augmentation  has  occurred,  or the Post-72 Lots are
     reconveyed, the unpaid principal balance of this Note shall be deemed to be
     $640,874.00  (less the  aggregate  amount  remitted  to the  Noteholder  to
     release any Lot or Lots).

3.   Notwithstanding  the  foregoing:  (a) in the  event  that  any day on which
     principal or interest is due and payable is not a business  day,  then such
     payment  shall be made on the next  business  day;  and (b) the  Noteholder
     shall  furnish to the Borrower not later than five (5) days before the date
     of each payment is due hereunder a statement  specifying  the amount due on
     the next  payment  date  (provided,  however,  that any  failure  to timely
     furnish  such  statement  shall  not  affect  the  Borrower's   obligations
     hereunder  other than to extend the date payment is due until the fifth day
     after such  statement  is  furnished).  Interest  shall  continue to accrue
     during each extension  contemplated in (a) and (b) of this  paragraph.  All
     payments shall be made by wire transfer of immediately  available  funds to
     such account as the Noteholder shall specify in writing.

4.   If an "Event of  Default"  (as  hereinafter  defined)  occurs,  than,  upon
     written  notice to the Borrower,  the  Noteholder  shall have the option to
     declare the entire  unpaid  principal  balance  hereof,  together  with all
     interest accrued hereon,  to be immediately due and payable,  whereupon the
     same shall at once  become due and  payable  (an  "Acceleration").  Upon an
     Acceleration,  the unpaid  principal  balance  hereof  shall  automatically
     accrue  interest  until  paid in full at a default  rate equal to the Prime
     Rate plus 5%. For purposes  hereof,  each of the following shall constitute
     an "Event of Default": (1) the failure to make, within five (5) days of the
     date due, any payment required to be made by the terms of this Post-72 Lots
     Purchase Money  Promissory  Note,  that certain  Post-72 Lots Deed of Trust
     dated  as of the  date  hereof  and  securing  the  Borrower's  obligations
     hereunder  (the  "Deed of  Trust"),  and the  Purchase  Agreement;  (2) the
     Borrower  fails to comply  with,  breaches any  representation  or warranty
     contained in, or is otherwise in default under any other provision of, this
     Note, the Deed of Trust,  the Purchase  Agreement,  or any other promissory
     note, deed of trust, or other  instrument or document  between the Borrower
     and the Noteholder  (or any one of them),  including,  without  limitation,
     that


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     certain  "Purchase Money Note" and the "Purchase Money  Mortgage"  (both as
     defined in the Purchase  Agreement);  (3) the Borrower becomes insolvent or
     commences  or has  commenced  against  it any  bankruptcy,  reorganization,
     receivership,  or like  proceeding.  The  Noteholder  shall be  entitled to
     collect  all  reasonable  costs and  expense  of  collection  and/or  suit,
     including, but not limited to, reasonable attorney fees.

5.   The Borrower shall prepay this Post-72 Lots Purchase Promissory Note at the
     times and in the amounts set forth in the Deed of Trust.  without  limiting
     the  foregoing,  the  Borrower  shall  prepay  $3,000 of this  Post-72 Lots
     Purchase Money  Promissory  Note each time a Lot is sold. In addition,  the
     Borrower may prepay the  principal  amount  outstanding  under this Post-72
     Lots Purchase  Money  Prommisory  Note, in whole or in part at any time. No
     penalties  shall be  assessed on any  prepayment.  Until the number and the
     amount of the  installments  have  been  established,  prepayments  will be
     applied  to  amounts   ultimately   determined,   prepayment   (other  than
     prepayments  arising  from the sale of Lots) will be  applied to  principal
     installments  in the inverse  order of maturity.  Prepayments  arising as a
     result of the sale of Lots will (as long as no Event of Defaul  shall  have
     occurred  and be  continuing)  be applied to  installments  in the order of
     maturity. All prepayments shall be irrevocable.

6.   The Borrower and all other  makers,  sureties,  guarantors,  and  endorsers
     hereby waiver presentment,  notice of dishonor and protest, and they hereby
     agree to any extension of time of payment and partial payments  before,  at
     or after  maturity.  This Note shall be joint and  several  obligations  of
     Borrower and all other makers,  surities,  guarantors  and  endorsers,  and
     their successors and assigns.

7.   Any notice to Borrower or the Noteholder  provided for in this Post-72 Lots
     Purchase Money  Promissory  Note shall be in writing and shall be deemed to
     have been given if delivered by hand, snet 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 (or to such address as may be
     specified by like notice):

       If to the borrower at:                  Preferred Equities Corporation
                                               4310 Paradise Road
                                               Las Vegas, Nevada   89109
                                               Attn:  Frederick H. Conte and
                                               Jon Joseph
                                               Fax: (702) 369-4398

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

       With a copy to:                         Gregory Lattimer
                                               2870 Juniper Drive
                                               Golden, Colorado   80401
                                               Fax No. (303) 215-1204

8.   The  indebtedness  evidenced  by this Note is secured by the Deed of Trust,
     and, until released,  said Deed of Trust contains  additional rights of the
     Noteholder.  Reference  is made to said Deed of Trust  for such  additional
     terms.  Such Deed of Trust  covers  the  property  identified  to Exhibit A
     hereto which is incorporated by reference herein.


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9.   Payments  received for  application  of this Note shall be applied first to
     all out of pocket costs and expenses to which the Noteholder is entitled to
     reimbursement  (whether  under this Note,  the Deed of Trust or otherwise),
     next to accrued and unpaid  interest,  and finally to the unpaid  principal
     balance  hereof.  Payments  made to release  Post-72  Lots from the Deed of
     Trust shall be applied as provided in paragraph 5 above.

10.  Once  adjusted  principal  amount  of this  Note has been  determined,  the
     Noteholder  may sell the Note  and  assign  Deed of Trust or may  otherwise
     assign the Note and the Deed of Trust to a bank or financial institution as
     collateral  security  for a loan.  In the  event it does so,  the  Borrower
     agrees to execute such  acknowledgement  as to amounts owing under the Note
     (or restate this Note with the proper amount owing) as the  Noteholder  may
     request and will,  provided all release and any other  obligation under the
     Deed of Trust are met,  agree to make all  payments  under the Note without
     offset, deduction or counterclaim of any type or nature whatsoever.

11. This Note shall be governed by and construed in accordance with the internal
laws of the State of Colorado.



ATTEST:

/s/  JON A. JOSEPH                           PREFERRED EQUITIES CORPORATION

                                             By:  /s/ RICHARD L. RODRIGUEZ
                                             It:   Vice President