ex10_3.htm


    
      

    

    Ex.
      10.3

     

    CONTRACT
      OF SALE

     

    This
      Contract is entered into by and
      between VIRGIL M. CASEY, RONALD D. CASEY, CHARLES RANDOLPH CASEY, AND
      ROGER KEVIN CASEY, TRUSTEES OF THE CASEY FAMILY TRUST DATED JUNE 3, 1992, RONALD
      D. CASEY AND WIFE, P. BEVERLY CASEY, CHARLES RANDOLPH CASEY, AND ROGER KEVIN
      CASEY (collectively "Seller"), and SILVERLEAF RESORTS,
      INC. ("Purchaser").

    


    WITNESSETH
      :

     

    FOR
      AND IN CONSIDERATION of the
      promises, undertakings, and mutual covenants of the parties herein set forth,
      Seller hereby agrees to sell and Purchaser hereby agrees to purchase and pay
      for
      all that certain property hereinafter described in accordance with the following
      terms and conditions:

     

    ARTICLE
      I

    PROPERTY

     

    The
      conveyance by Seller to Purchaser
      shall include that certain tract or parcel of land situated in Taney County,
      Missouri, said tract containing approximately 37.54 acres and being more
      particularly described in Exhibit "A" attached hereto and made a part hereof
      for
      all purposes, together with all and singular the rights and appurtenances
      pertaining to such property including any right, title and interest of Seller
      in
      and to adjacent strips or gores, streets, alleys or rights-of-way, all rights
      of
      ingress and egress thereto, and all improvements and fixtures located on said
      property  (the foregoing property is herein referred to collectively
      as the "Subject Property").

    


    
      
        
        

      

      
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    ARTICLE
      II

    PURCHASE
      PRICE

    


    The
      purchase price to be paid by
      Purchaser to Seller for the Subject Property shall be the sum of One Million
      Three Hundred Seventy-Five Thousand and No/100 Dollars
      ($1,375,000.00).  The purchase price shall be payable in the following
      manner:

     

    
      	
               

            	
              A.    $275,000.00
                of
                the total purchase price shall be payable in cash at the closing,
                less any
                earnest money deposits retained by
                Seller;

            


    

    


    
      	
               

            	
              B.    The
                balance of the purchase price shall be paid by Purchaser’s execution
                anddelivery at the closing of a promissory note (the “Note”) payable to
                Seller in theoriginal principal amount of $1,100,000.00.  The
                Note shall provide and be secured as
                follows:

            


    

    


    
      	
            	
              (i)

            	
              The
                Note shall bear interest from date of execution at the rate of six
                (6%)percent per annum;

            


    

    


    
      	
               

            	
              (ii)

            	
              The
                Note shall be payable over a period of four (4) years in four successive
                annual installments, the first of such installments to be due and
                payable
                on the first (1st)
                anniversary
                of the date of execution of the Note, and a like installment to be
                due and
                payable on each anniversary of the date of execution of the Note
                thereafter until the Note is paid in full; the first three (3) of
                such
                installments shall each be in the amount of $275,000.00 of principal
                plus
                all then accrued but unpaid interest on the outstanding principal
                balance
                of the Note; the fourth (4th)
                and final
                installment shall be in the amount of the then remaining unpaid principal
                balance of the Note plus all then accrued but unpaid interest
                thereon;

            


    

    


    
      	
               

            	
              (iii)

            	
              The
                Note shall provide that no prepayment thereof shall be permitted
                until
                such time as that certain promissory note dated December 30, 2005,
                in the
                original principal amount of $720,000.00, executed by Purchaser and
                payable to the order of Virgil M. Casey, Trustee of the Casey Family
                Trust
                dated June 3, 1992 (the “Prior Indebtedness”) has been paid in full;
                thereafter, the Note may be prepaid at any time, in whole or in part,
                without premium or penalty; any partial prepayment shall be applied
                to the
                principal due on the Note;

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                Note shall further provide that the execution thereof shall impose
                upon
                Purchaser no personal liability whatsoever for payment of the indebtedness
                evidenced thereby, or any sum owed under the Deed of Trust (as defined
                hereinbelow) which will secure payment of the Note and the Seller
                shall
                seek no personal judgment against Purchaser for the payment of the
                debt
                evidenced by the Note or any deficiency arising from a foreclosure
                sale
                under the Deed of Trust, it being understood and agreed that the
                sole
                recourse of Seller for collection of the Note shall be against the
                Subject
                Property described in the Deed of
                Trust;

            


    

    


    
      
        
        

      

      
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              (v)

            	
              The
                Deed of Trust shall contain a covenant and prohibition on the part
                of the
                Purchaser against disturbing and/or removing any timber, dirt, gravel,
                or
                rock from the Subject Property until the same is released from the
                Deed of
                Trust.

            


    

    


    
      	
               

            	
              (vi)

            	
              The
                Note shall be secured by a first Deed of Trust (the “Deed of Trust”) to be
                executed in Seller’s favor at the closing; both the Note and the Deed of
                Trust shall provide that, upon the occurrence of a default thereunder,
                Seller must provide Purchaser with written notice thereof, and permit
                Purchaser to have ten (10) days from the date of the notice within
                which
                to cure the default before exercising any of Seller’s remedies
                thereunder;

            


    

    


    
      	
               

            	
              (vii)

            	
              Both
                the Note and the Deed of Trust shall provide that a default in the
                payment
                of the Prior Indebtedness or in the performance of any covenant contained
                in the documents executed in connection therewith shall constitute
                a
                default under the Note and shall entitle Seller to exercise the remedies
                set forth in the Deed of Trust; the Deed of Trust shall further provide
                that the Subject Property covered thereby secures payment not only
                of the
                Note but also of the Prior Indebtedness and that, if Purchaser defaults
                in
                the payment of either the Note or the Prior Indebtedness and, as
                a result,
                Seller forecloses upon and sells the Subject Property and the 80.713
                acre
                tract which cures payment of the Prior Indebtedness (the “Prior
                Indebtedness Collateral”), then, at Seller’s election, Seller shall be
                entitled to require any purchaser at such foreclosure sale to purchase
                both the Subject Property and the Prior Indebtedness Collateral together,
                so that after such foreclosure sale is completed the entire indebtedness
                owed Seller by Purchaser is satisfied at the time the Subject Property
                and
                Prior Indebtedness Collateral are released from the liens securing
                payment
                of the Note and the Prior
                Indebtedness;

            


    

     

    
      	
               

            	
              
                (viii)

              

            	
              The
                Deed of Trust shall name David L. Smith as the Trustee and the holder
                of
                the Deed of Trust shall retain the power to remove the Trustee and
                name a
                successor Trustee at any time and from time to time pursuant to the
                Deed
                of Trust.

            


      

        	
                 

              	
                
                  (ix)

                

              	
                Both
                  the Note and the Deed of Trust shall otherwise be in form and substance
                  satisfactory to counsel for Seller and
                  Purchaser.

              


         

      

    

    
      
        
        

      

      
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ARTICLE
        III

      EARNEST
        MONEY

       

    

        Within
      two
      (2) business days after final execution of this Contract by all parties
      hereto,  Purchaser shall deliver to Tri-Lakes Title Co., Inc. (the
      "Escrow Agent" or the "Title Company"), whose address is P.O. Box J, Branson,
      Missouri  65616, a check payable to the order of the Title Company in
      trust in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) ("Earnest
      Money").  All Earnest Money shall be held and delivered in accordance
      with the provisions hereof.  Escrow Agent shall immediately present
      for payment the check deposited by Purchaser and deposit same into an interest
      bearing Trust Account.  All interest accruing upon the Earnest Money
      shall be held for the benefit of Purchaser so long as Purchaser is not in
      default under the terms of this Contract.  If Purchaser defaults under
      the terms of this Contract, all interest accruing on the Earnest Money shall
      accrue to the benefit of Seller.

     

    In
      the
      event that this Contract is closed, then all Earnest Money shall be applied
      in
      partial satisfaction of the purchase price hereunder.  In the event
      that this Contract does not close, then the Earnest Money shall be disbursed
      in
      the manner provided for elsewhere herein.  Notwithstanding the
      foregoing or anything to the contrary contained elsewhere in this Contract,
      it
      is understood and agreed that Five Thousand Dollars ($5,000.00) of the Earnest
      Money shall in all events be delivered to Seller as valuable consideration
      for
      the inspection period described in Article VI hereinbelow and the execution
      of
      this Contract by Seller.

     

    
      
        
        

      

      
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        ARTICLE
          IV

        PRE-CLOSING
          OBLIGATIONS OF PURCHASER

        


        Within
          twenty (20) days from the date
          of execution of this Contract, Purchaser, at Purchaser’s sole cost and expense,
          shall obtain and deliver to Seller copies of the following (collectively,
          the
“Due
          Diligence Items”):

      

       

      
        a.           An
          updated or recertified Survey of the Subject Property which Survey shall
          be
          dated subsequent to the date of execution of this Contract and which Survey
          shall:  (a) include a metes and bounds legal description of the
          Subject Property; (b) accurately show all improvements, encroachments and
          uses
          and accurately show all easements and encumbrances visible or listed on
          the
          Title Commitment (identifying each by recording reference if applicable);
          (c)
          recite the exact number of square feet included within the Subject Property
          and
          within each building, if any, located on the Subject Property; (d) state
          whether
          the Subject Property (or any portion thereof) lies within a flood zone
          or flood
          prone area; (e) contain a certificate verifying that the Survey was made
          on the
          ground, that the Survey is correct, that there are no improvements,
          encroachments, easements, uses or encumbrances except as shown on the survey
          plat, that the area represented for the Subject Property has been certified
          by
          the surveyor as being correct and that the Subject Property does not lie
          within
          any flood zone or flood prone area, except as indicated thereon, that the
          Subject Property has access to public streets as indicated thereon, and
          otherwise be in the form of Exhibit "B" attached hereto and made a part
          hereof; and (f) otherwise be in form sufficient for the amendment of the
          boundary exception by the Title Company.  Unless otherwise agreed by
          Seller and Purchaser, the metes and bounds description contained in the
          Survey
          shall be the legal description employed in the documents of conveyance
          of the
          Subject Property;

        


        b.           A
          current commitment (the “Title
          Commitment”)
          for the issuance of an owner's policy of title insurance to the Purchaser
          from
          the Title Company, together with good and legible copies of all documents
          constituting exceptions to Seller's title as reflected in the Title
          Commitment.

      

       

    

    
      
        
        

      

      
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    ARTICLE
      V

    TITLE
      INSPECTION PERIOD

    


    Purchaser
      shall have a period of sixty
      (60) days following the date of execution of this Contract within which to
      review and approve the information to be obtained by Purchaser pursuant to
      subparagraphs (a) and (b) of Article IV (the "Title Review Period"). If the
      information to be obtained pursuant to subparagraphs (a) and (b) of Article
      IV
      reflects or discloses any defect, exception or other matter affecting the
      Subject Property ("Title Defects") that is unacceptable to Purchaser, then
      prior
      to the expiration of the Title Review Period Purchaser shall provide Seller
      with
      written notice of Purchaser's objections.  Seller may, at his sole
      option, elect to cure or remove the objections raised by Purchaser; provided,
      however, that Seller shall have no obligation to do so.  Should Seller
      elect to attempt to cure or remove the objections, Seller shall have ten (10)
      days from the date of Purchaser's written notice of objections (the "Cure
      Period") in which to accomplish the cure.  In the event Seller either
      elects not to cure or remove the objections or is unable to accomplish the
      cure
      prior to the expiration of the Cure Period, then Seller shall so notify
      Purchaser in writing specifying which objections Seller does not intend to
      cure,
      and then Purchaser shall be entitled, as Purchaser's sole and exclusive
      remedies, either to terminate this Agreement by providing written notice of
      termination to Seller within ten (10) days from the date on which Purchaser
      receives Seller's no-cure notice or waive the objections and close this
      transaction as otherwise contemplated herein.  If Purchaser shall fail
      to notify Seller in writing of any objections to the state of Seller's title
      to
      the Subject Property as shown by the Survey and Title Commitment, then Purchaser
      shall be deemed to have no objections to the state of Seller's title to the
      Subject Property as shown by the Survey and Title Commitment, and any exceptions
      to Seller's title which have not been objected to by Purchaser and which are
      shown on the Survey or described in the Title Commitment shall be considered
      to
      be "Permitted Exceptions."   Seller and Purchaser agree that the
      currently existing utility easements in favor of Empire District Electric
      Company and White River Valley Electric Cooperative shall be deemed to be
      Permitted Exceptions.

    


    
      
        
        

      

      
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    ARTICLE
      VI

    INSPECTION
      PERIOD

    


    Purchaser,
      at Purchaser's sole expense,
      shall have the right to conduct a feasibility, environmental, engineering and
      physical study of the Subject Property for a period of time commencing on the
      date of execution of this Contract and expiring sixty (60) days thereafter
      (the
      "Inspection Period").  Purchaser and Purchaser's duly authorized
      agents or representatives shall be permitted to enter upon the Subject Property
      at all reasonable times during the Inspection Period in order to conduct
      engineering studies, soil tests and any other inspections and/or tests that
      Purchaser may deem necessary or advisable.  Purchaser further agrees
      to indemnify and hold Seller harmless from any claims or damages, including
      reasonable attorneys' fees, resulting from Purchaser's inspection of the Subject
      Property.  In the event that the review and/or inspection conducted by
      this paragraph shows any fact, matter or condition to exist with respect to
      the
      Subject Property that is unacceptable to Purchaser, in Purchaser's sole
      discretion, or if for any reason Purchaser determines that purchase of the
      Subject Property is not feasible, then Purchaser shall be entitled, as
      Purchaser's sole remedy, to cancel this Contract by providing written notice
      of
      cancellation to Seller prior to the expiration of the Inspection
      Period.  If Purchaser shall provide written notice of cancellation
      prior to the expiration of the Inspection Period, then this Contract shall
      be
      cancelled, all Earnest Money (less $5,000.00) shall be immediately returned
      to
      Purchaser by the Title Company, and thereafter neither Seller nor Purchaser
      shall have any continuing obligations one unto the other; provided, however,
      Purchaser shall restore the Property to its condition as existed upon the
      execution date of this Contract.  If the Contract remains in full
      force and effect upon expiration of the Inspection Period, then the Earnest
      Money shall thereafter be non-refundable to the Purchaser except in the event
      of
      a default by Seller at closing or in the event that any condition precedent
      to
      closing set forth in Article VIII of this Contract is not satisfied at the
      time
      of closing.

     

    ARTICLE
      VII

    REPRESENTATIONS,
      WARRANTIES, AND COVENANTS OF SELLER

    


    Seller
      represents and warrants to
      Purchaser that Seller will have at closing good and indefeasible fee simple
      title to the Subject Property free and clear of all liens, encumbrances,
      covenants, restrictions, rights-of-way, easements, and any other matters
      affecting title to the Subject Property except for the Permitted
      Exceptions.

     

    
      
        
        

      

      
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    Seller
      further covenants and agrees with Purchaser that, from the date hereof until
      the
      closing, Seller shall not sell, assign, or convey any right, title, or interest
      whatsoever in or to the Subject Property, or create or permit to exist any
      lien,
      security interest, easement, encumbrance, charge, or condition affecting the
      Subject Property without promptly discharging the same prior to
      closing.

     

    Seller
      hereby further represents and
      warrants to Purchaser as follows:

     

    
      a.    There
        are no
        actions, suits, or proceedings pending or, to the best of Seller's knowledge,
        threatened against Seller or otherwise affecting any portion of the Subject
        Property, at law or in equity, or before or by any federal, state, municipal,
        or
        other governmental court, department, commission, board, bureau, agency,
        or
        instrumentality, domestic or foreign;

       

    

    b.    The
      execution
      by Seller of this Contract and the consummation by Seller of the sale
      contemplated hereby have been duly authorized, and do not, and, at the closing
      date, will not, result in a breach of any of the terms or provisions of, or
      constitute a default under any indenture, agreement, instrument, or obligation
      to which Seller is a party or by which the Subject Property or any portion
      thereof is bound, and do not, and at the closing date will not, constitute
      a
      violation of any regulation affecting the Subject Property;

    


    c.    Seller
      has
      not received any notice of any violation of any ordinance, regulation, law,
      or
      statute of any governmental agency pertaining to the Subject Property or any
      portion thereof;

    


    d.    That,
      at
      closing, there will be no unpaid bills, claims, or liens in connection with
      any
      construction or repair of the Subject Property except for ones which will be
      paid in the ordinary course of business or which have been bonded around or
      the
      payment of which has otherwise been adequately provided for to the complete
      satisfaction of Purchaser; and

    


    e.    To
      the best
      of Seller's knowledge, there has been no material release of any pollutant
      or
      hazardous substance of any kind onto or under the Subject Property that would
      result in the prosecution of any claim, demand, suit, action or administrative
      proceeding based on any environmental requirements of state, local or federal
      law including, but not limited to, the Comprehensive Environmental Response
      Compensation and Liability Act of 1980, U.S.C. § 9601 et seq.

    


    All
      of
      the foregoing representations and warranties of Seller are made by Seller both
      as of the date hereof and as of the date of the closing hereunder and shall
      survive the closing hereunder.  Notwithstanding the foregoing or
      anything to the contrary contained herein, it is understood and agreed that
      the
      representations and warranties set forth hereinabove shall survive the closing
      of this Contract only for a period of one (1) year following the closing date,
      but not thereafter, and Seller shall have no liability of any kind whatsoever
      for any breach thereof except to the extent a claim is asserted against Seller
      within such one (1) year period.

    


    
      
        
        

      

      
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    ARTICLE
      VIII

    CONDITIONS
      PRECEDENT TO CLOSING

    


    The
      obligation of Purchaser to close
      this Contract shall, at the option of Purchaser, be subject to the following
      conditions precedent:

     

    a.    All
      of the
      representations, warranties and agreements of Seller set forth in this Contract
      shall be true and correct in all material respects as of the date hereof and
      at
      closing, and Seller shall not have on or prior to closing, failed to meet,
      comply with or perform in any material respect any conditions or agreements
      on
      Seller's part as required by the terms of this Contract.

     

    b.    There
      shall
      be no change in the matters reflected in the Title Commitment, and there shall
      not exist any encumbrance or title defect affecting the Subject Property not
      described in the Title Commitment except for the Permitted
      Exceptions.

    


    c.    There
      shall
      be no changes in the matters reflected in the Survey, and there shall not exist
      any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict
      or protrusion with respect to the Subject Property not shown on the
      Survey.

    


    d.    No
      material
      and substantial change shall have occurred with respect to the Subject Property
      which would in any way affect the findings made in the inspection of the Subject
      Property described in Article VI hereinabove.

     

    If
      any such condition is not fully
      satisfied by closing, Purchaser may terminate this Contract by written notice
      to
      Seller whereupon this Contract shall be cancelled, the Earnest Money (less
      $5,000.00) shall be returned to Purchaser, and thereafter neither Seller nor
      Purchaser shall have any continuing obligations one unto the other.

    


    
      
        
        

      

      
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    ARTICLE
      IX

    CLOSING

    


    The
      closing hereunder shall take place
      at the offices of the Title Company.  The closing shall occur on or
      before ninety (90) days from the date of expiration of the Inspection
      Period.  Purchaser shall notify Seller at least five (5) days in
      advance of the exact time and date of closing.  Seller and Purchaser
      hereby agree that Purchaser shall have the right to obtain one ninety (90)
      day
      extension of the deadline for closing hereunder by delivering to Seller a
      non-refundable extension fee in the amount of $100,000.00 ("Extension
      Fee").  The Extension Fee shall be paid directly to Seller and shall
      not be subject to any escrow.  If Purchaser exercises this right, then
      the deadline for closing hereunder shall be extended by ninety (90)
      days.  The $100,000.00 extension fee that must be paid by Purchaser in
      order to extend the deadline for closing hereunder by ninety (90) days shall
      be
      non-refundable to Purchaser but, if this Contract closes, shall be applied
      in
      partial satisfaction of the purchase price payable hereunder.  Seller
      and Purchaser further agree that, if Purchaser has exercised Purchaser’s right
      to obtain the first ninety (90) day extension of the deadline for the closing
      hereunder, then Purchaser shall have the right to obtain a second ninety (90)
      day extension of the deadline for the closing hereunder by delivering to Seller
      a second non-refundable extension fee in the amount of $100,000.00 (the “Second
      Extension Fee”).  The Second Extension Fee shall be paid directly to
      Seller and shall not be subject to any escrow.  If Purchaser exercises
      this right, then the deadline for the closing hereunder shall be extended by
      an
      additional ninety (90) days.  The Second Extension Fee shall be
      non-refundable to Purchaser but, if this Contract closes, shall be applied
      in
      partial satisfaction of the purchase price payable hereunder.

    


    
      
        
        

      

      
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    ARTICLE
      X

    SELLER'S
      OBLIGATIONS AT CLOSING

    


    At
      the closing, Seller shall do the
      following:

     

    a.    Deliver
      to
      Purchaser a special warranty deed covering the Subject Property, duly signed
      and
      acknowledged by Seller, which deed shall be in form reasonably acceptable to
      Purchaser for recording and shall convey to Purchaser good and indefeasible
      fee
      simple title to the Subject Property, free and clear of all liens,
      rights-of-way, easements, and other matters affecting title to the Subject
      Property, except for the Permitted Exceptions.

    


    b.    Furnish
      to
      Purchaser, at Seller's sole expense, a "marked-up" title commitment to be
      followed by an Owner's Policy of Title Insurance (the "Title Policy") within
      a
      reasonable period of time and upon the Title Company's receipt of the original,
      recorded documents evidencing the transaction issued by the Title Company on
      the
      standard form in use in the State of Missouri, insuring good and marketable
      fee
      simple title to the Subject Property in the Purchaser, in the amount of the
      purchase price subject only to the Permitted Exceptions.

    


    c.    Deliver
      such
      evidence or other documents that may be reasonably required by the Title Company
      evidencing the status and capacity of Seller and the authority of the person
      or
      persons who are executing the various documents on behalf of Seller in
      connection with the sale of the Subject Property.

    


    d.    Deliver
      a
      non-withholding statement that will satisfy the requirements of Section 1445
      of
      the Internal Revenue Code so that Purchaser is not required to withhold any
      portion of the purchase price for payment to the Internal Revenue
      Service.

    


    e.    Deliver
      to
      Purchaser any other documents or items necessary or convenient in the reasonable
      judgment of Purchaser to carry out the intent of the parties under this
      Contract.

     

     

    ARTICLE
      XI

    PURCHASER'S
      OBLIGATIONS AT CLOSING

    


    At
      the closing, Purchaser shall deliver
      to Seller the following:

     

    (A)           The
      cash portion of the purchase price;

     

    (B)           The
      Note duly executed by Purchaser; and

     

    (C)           The
      Deed of Trust duly executed and acknowledged by Purchaser and in a formready
      for
      recording.

     

    
      
        
        

      

      
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    ARTICLE
      XII

    COSTS
      AND ADJUSTMENTS

    


    At
      closing, the following items shall
      be adjusted or prorated between Seller and Purchaser:

     

    
      a.           Ad
        valorem taxes for the Subject Property for the current calendar year shall
        be
        prorated as of the date of closing, and Seller shall pay to Purchaser in
        cash at
        closing Seller's prorata portion of such taxes.  Seller's prorata
        portion of such taxes shall be based upon assessments for the immediately
        preceding calendar year taking into account the maximum allowable
        discount.

      


      b.           Any
        real estate transfer taxes or sales taxes that are payable in connectionwith
        the
        sale of the Subject Property shall be paid in full by Seller.

      


      c.           All
        other closing costs including, but not limited to, recording and escrow fees
        shall be divided equally between Seller and Purchaser; provided; however,
        that
        Seller and Purchaser shall each be responsible for the fees and expenses
        of
        their respective attorneys.

    

     

    Seller
      agrees to indemnify and hold Purchaser harmless of and from any and all
      liabilities, claims, demands, suits, and judgments, of any kind or nature
      (except those items which under the terms of this Contract specifically become
      the obligation of Purchaser), brought by third parties and based on events
      occurring on or before the date of closing and which are in any way related
      to
      the ownership, maintenance, or operation of the Subject Property, and all
      expenses related thereto, including, but not limited to, court costs and
      attorneys' fees.

     

    Purchaser
      agrees to indemnify and hold
      Seller harmless of and from any and all liabilities, claims, demands, suits,
      and
      judgments, of any kind or nature, brought by third parties and based on events
      occurring subsequent to the date of closing and which are in any way related
      to
      the ownership, maintenance or operation of the Subject Property, and all
      expenses related thereto, including, but not limited to, court costs and
      attorneys' fees.

     

    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XIII

    ENTRY
      ON PROPERTY

    


    Purchaser,
      Purchaser's agents,
      employees, servants, or nominees, are hereby granted the right to enter upon
      the
      Subject Property at any time prior to closing for the purpose of inspecting
      the
      Subject Property and conducting such engineering and mechanical tests as
      Purchaser may deem necessary or advisable, any such inspections and tests to
      be
      made at Purchaser's sole expense.  Purchaser agrees to indemnify and
      hold Seller harmless from and against any and all losses, damages, costs, or
      expenses incurred by Seller as a result of any inspections or tests made by
      Purchaser.

     

    ARTICLE
      XIV

    POSSESSION
      OF PROPERTY

    


    Possession
      of the Property free and
      clear of all uses and encroachments, except the Permitted Exceptions, shall
      be
      delivered to Purchaser at closing.  Notwithstanding the foregoing,
      however, Purchaser agrees that Roger Casey shall have the right to retain
      possession of the residence located on the Subject Property for a period of
      one
      (1) year following the date of closing; in addition, the tenant of Roger Casey
      who is currently occupying a mobile home located on the Subject Property shall
      be permitted ninety (90) days from the date of closing within which to vacate
      the premises and remove the mobile home from the Subject Property.

     

    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XV

    NOTICES

    


    All
      notices, demands, or other
      communications of any type given by the Seller to the Purchaser, or by the
      Purchaser to the Seller, whether required by this Contract or in any way related
      to the transaction contracted for herein, shall be void and of no effect unless
      given in accordance with the provisions of this paragraph.  All
      notices shall be in writing and delivered to the person to whom the notice
      is
      directed, either in person, by facsimile transmission, or by United States
      Mail,
      as a registered or certified item, return receipt requested.  Notices
      delivered by mail shall be deemed given when deposited in a post office or
      other
      depository under the care or custody of the United States Postal Service,
      enclosed in a wrapper with proper postage affixed, addressed as
      follows:

    


    
      	 	
              Seller:

            	
              David
                L. Smith

            
	 	 	
              Attorney
                for the Trustees of the Casey Family Trust

            
	 	 	
              115
                West Atlantic

            
	 	 	
              Branson,
                Missouri 65616

            
	 	 	 
	 	
              Purchaser:

            	
              Silverleaf
                Resorts, Inc.

            
	 	 	
              1221
                River Bend, Suite 120

            
	 	 	
              Dallas,
                TX  75247

            
	 	 	
              Attn:  Robert
                E. Mead

            
	 	 	
              Telephone:
                (214) 631-1166

            
	 	 	
              Fax:
                (214) 905-0514

            
	 	 	 
	 	
              With
                a copy to:

            	
              George
                R. Bedell

            
	 	 	
              901
                Main Street, Suite 3700

            
	 	 	
              Dallas,
                Texas  75202

            
	 	 	
              Telephone:  (214)
                749-2444

            
	 	 	
              Fax:  (214)
                744-3732

            


    

     

    ARTICLE
      XVI

    REMEDIES

    


    In
      the event that Seller fails to
      timely comply with all conditions, covenants and obligations of Seller
      hereunder, such failure shall be an event of default and Purchaser shall have
      the option (i) to terminate this Contract by providing written notice thereof
      to
      Seller, in which event the Earnest Money (less $5,000.00) shall be returned
      immediately to Purchaser and the parties hereto shall have no further
      liabilities or obligations one unto the other; (ii) to waive any defect or
      requirement and close this Contract; or (iii) sue Seller for specific
      performance or for damages.

     

    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          14

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that Purchaser fails to timely comply with all conditions, covenants,
      and
      obligations Purchaser has hereunder, such failure shall be an event of default,
      and Seller's sole remedy shall be to receive the Earnest Money.  The
      Earnest Money is agreed upon by and between the Seller and Purchaser as
      liquidated damages due to the difficulty and inconvenience of ascertaining
      and
      measuring actual damages, and the uncertainty thereof, and no other damages,
      rights, or remedies shall in any case be collectible, enforceable, or available
      to the Seller other than in this paragraph defined, and Seller shall accept
      the
      Earnest Money as Seller's total damages and relief.

    


    ARTICLE
      XVII

    ASSIGNMENT

    


    Purchaser
      shall have the right to
      nominate who shall take title and who shall succeed to Purchaser's duties and
      obligations hereunder, or assign this Contract to any person, firm, corporation,
      or other entity which Purchaser may, at Purchaser's sole option, choose, and
      from and after such nomination or assignment, wherever in this Contract
      reference is made to Purchaser such reference shall mean the nominee or assignee
      who shall succeed to all the rights, duties, and obligations of Purchaser
      hereunder.  In the event the Contract is assigned to a firm or
      corporation, prior to Closing Purchaser shall provide Seller with proof of
      the
      legal existence of such assignee together with its mailing address and social
      security number or tax identification number.

     

    XVIII

    INTERPRETATION
      AND APPLICABLE LAW

    


    This
      Agreement shall be construed and
      interpreted in accordance with the laws of the State of
      Missouri.  Jurisdiction and venue of any legal action shall be in
      Taney County and such jurisdiction and venue are hereby accepted by Seller,
      Purchaser and any assignee of Purchaser.  Where required for proper
      interpretation, words in the singular shall include the plural; the masculine
      gender shall include the neuter and the feminine, and vice versa.  The
      terms "successors and assigns" shall include the heirs, administrators,
      executors, successors, and assigns, as applicable, of any party
      hereto.

    


    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          15

        
          

        

      

      
        
        

      

    

     

    XIX

    AMENDMENT

    


    This
      Contract may not be modified or
      amended, except by an agreement in writing signed by the Seller and the
      Purchaser.  The parties may waive any of the conditions contained
      herein or any of the obligations of the other party hereunder, but any such
      waiver shall be effective only if in writing and signed by the party waiving
      such conditions and obligations.

    


    ARTICLE
      XX

    AUTHORITY

    


    Each
      person executing this Contract
      warrants and represents that he is fully authorized to do so.

    


    ARTICLE
      XXI

    ATTORNEYS'
      FEES

    


    In
      the event it becomes necessary for
      either party to file a suit to enforce this Contract or any provisions contained
      herein, the prevailing party shall be entitled to recover, in addition to all
      other remedies or damages, reasonable attorneys' fees and costs of court
      incurred in such suit.

    


    ARTICLE
      XXII

    DESCRIPTIVE
      HEADINGS

    


    The
      descriptive headings of the several
      paragraphs contained in this Contract are inserted for convenience only and
      shall not control or affect the meaning or construction of any of the provisions
      hereof.

     

    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          16

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      XXIII

    ENTIRE
      AGREEMENT

    


    This
      Contract (and the items to be
      furnished in accordance herewith) constitutes the entire agreement between
      the
      parties pertaining to the subject matter hereof and supersedes all prior and
      contemporaneous agreements and understandings of the parties in connection
      therewith.  No representation, warranty, covenant, agreement, or
      condition not expressed in this Contract shall be binding upon the parties
      hereto or shall affect or be effective to interpret, change, or restrict the
      provisions of this Contract.

     

    ARTICLE
      XXIV

    MULTIPLE
      ORIGINALS ONLY

    


    Numerous
      copies of this Contract may be
      executed by the parties hereto.  Each such executed copy shall have
      the full force and effect of an original executed instrument.

     

    ARTICLE
      XXV

    ACCEPTANCE

    


    Seller
      shall have until 5:00 o'clock
      p.m., October 20, 2006, to execute and return a fully executed original of
      this
      Contract to Purchaser, otherwise this Contract shall become null and void.
      Time
      is of the essence of this Contract.  The date of execution of this
      Contract by Seller shall be the date of execution of this
      Contract.  If the final date of any period falls upon a Saturday,
      Sunday, or legal holiday under the laws of the State of Missouri, then in such
      event the expiration date of such period shall be extended to the next day
      which
      is not a Saturday, Sunday, or legal holiday under the laws of the State of
      Missouri.

    


    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXVI

    REAL
      ESTATE COMMISSION

    


    In
      the event this Contract closes, but
      not otherwise, Seller agrees to pay a real estate commission in the amount
      of
      eight percent (8%) of the purchase price payable hereunder, such commission
      to
      be divided equally between Benny Kirkpatrick of Carol Jones Realtors (“Purchaser
      Broker”) and Janice R. James of Re-Max Associated Brokers, Inc. (“Seller
      Broker”) and to be paid in the manner set forth in the separate agreement by and
      between Seller, Purchaser Broker and Seller Broker.  Seller represents
      and warrants to Purchaser that Seller has not contacted or entered into any
      agreement with any other real estate broker, agent, or finder in connection
      with
      this transaction (other than Seller Broker), and that Seller has not taken
      any
      action which would result in any other real estate broker's, finder's, or other
      fees or commissions being due and payable to any party with respect to the
      transaction contemplated hereby.  Purchaser hereby represents and
      warrants to Seller that Purchaser has not contracted or entered into any
      agreement with any other real estate broker, agent, finder, or any other party
      in connection with this transaction (other than Purchaser Broker), and that
      Purchaser has not taken any action which would result in any other real estate
      broker's, finder's, or other fees or commissions being due or payable to any
      party with respect to the transaction contemplated hereby.  Each party
      hereby indemnifies and agrees to hold the other party harmless from any loss,
      liability, damage, cost, or expense (including reasonable attorneys' fees)
      resulting to the other party by reason of a breach of the representation and
      warranty made by such party herein.  Notwithstanding anything to the
      contrary contained herein, the indemnities set forth in this Article XXVI shall
      survive the closing.

     

    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          18

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXVII

    AGENCY
      DISCLOSURE

    


    Seller
      Broker is acting as agent for
      the Seller and owes no fiduciary duty or obligation to any other party to this
      Contract and the Purchaser Broker represents Purchaser and owes no fiduciary
      duty or obligation to any other party to this Contract.

    


    EXECUTED
      on this the
  16th day
      of October, 2006.

     

     

    
      	 	
              SELLER:

            	 
	 	 	 
	 	 	 
	 	
                /S/
                VIRGIL M. CASEY

            	 
	 	
              VIRGIL
                M. CASEY, as
                Trustee of the Casey Family Trust
                dated June 3, 1992

            	 
	 	
               

            	 
	 	 	 
	 	
               /S/
                RONALD D. CASEY

            	 
	 	
              RONALD
                D. CASEY, as Trustee of the Casey Family Trust dated June 3, 1992
                and in
                his individual capacity

            	 
	 	 	 
	 	 	 
	 	
                /S/
                P. BEVERLY CASEY

            	 
	 	
              P.
                BEVERLY CASEY, in her individual capacity

            	 
	 	 	 
	 	 	 
	 	
                /S/
                CHARLES RANDOLPH CASEY

            	 
	 	
              CHARLES
                RANDOLPH CASEY, as Trustee of the Casey Family Trust dated June 3,
                1992,
                and in his individual capacity

            	 
	 	 	 
	 	 	 
	 	
                /S/
                ROGER KEVIN CASEY

            	 
	 	
              ROGER
                KEVIN CASEY, as Trustee of the Casey Family Trust dated June 3, 1992
                and
                in his individual capacity

            	 


    

    


    


    EXECUTED
      on this the 30th day of October, 2006.

    


    
      
        
        

      

      
        CONTRACT
          OF SALE - CASEY II AND SILVERLEAF RESORTS, INC. -- Page
          19

        
          

        

      

      
        
        

      

    

    


    
      	 	
              PURCHASER:

            	 
	 	 	 	 
	 	SILVERLEAF
              RESORTS, INC. 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /S/
                ROBERT E. MEAD

            	 
	 	 	 	 
	 	
              Name:

            	
              Robert
                E. Mead

            	 
	 	 	 	 
	 	
              Its:

            	
              CEO

            	 


    

     

    RECEIPT
      OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY
      ACKNOWLEDGED:

     

    
      	 TITLE
              COMPANY: 	 
	 	 	 
	 TRI-LAKES
              TITLE CO., INC. 	 
	 	 	 
	 	 	 
	
              By:

            	
                /S/
                BRANDY MERRILL

            	 
	
              Name:

            	
                Brandy
                Merrill

            	 
	
              Its:

            	
                Closing
                Receptionist

            	 


    

    


    


    List
      of
      Exhibits to Agreement not filed herewith:

    


    Exhibit
      A--Legal Description

     

    CONTRACT
      OF SALE - CASEY II AND SILVERLEAF RESORTS, INC.  -- Page
      20