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                                                                    EXHIBIT 10.1

                     NINTH AMENDMENT TO MANAGEMENT AGREEMENT


         THIS NINTH AMENDMENT TO MANAGEMENT AGREEMENT (the "Ninth Amendment") is
entered into as of this 27th day of September, 2002, by and between Silverleaf
Club, a Texas non-profit corporation, f/k/a Master Club, f/k/a Master Endless
Escape Club ("Silverleaf Club"), and Silverleaf Resorts, Inc., a Texas
corporation, f/k/a Silverleaf Vacation Club, Inc., f/k/a Ascension Capital
Corporation, successor by merger to Ascension Resorts, Ltd. ("Manager").


                                    RECITALS

         WHEREAS, Silverleaf Club and Manager entered into that certain
Management Agreement dated as of the 28th day of March, 1990 (the "Management
Agreement"), for purposes of establishing certain management services to be
provided by Manager to Silverleaf Club and certain resorts, as designated in the
Management Agreement; and

         WHEREAS, on December 28, 1993, Silverleaf Club and Manager executed
that certain First Amendment to Management Agreement effective as of January 1,
1993 (the "First Amendment") to modify the compensation payable to Manager under
the Management Agreement and to amend certain other provisions of the Management
Agreement; and

         WHEREAS, on December 31, 1997, Silverleaf Club and Manager executed
that certain Second Amendment to Management Agreement (the "Second Amendment")
to provide for the addition of two (2) additional Resorts to be subject to the
Management Agreement; and

         WHEREAS, on December 31, 1997, Silverleaf Club and Manager executed
that certain Third Amendment to Management Agreement (the "Third Amendment") to
provide for the addition of the New Units at Oak N'Spruce Resort, to be subject
to the Management Agreement; and

         WHEREAS, on December 3, 1998, Silverleaf Club and Manager executed that
certain Fourth Amendment to Management Agreement (the "Fourth Amendment") to
make Manager responsible for the administration and management of all Units at
Oak N'Spruce Resort, not just the New Units; and

         WHEREAS, on January 20, 1999, Silverleaf Club and Manager executed that
certain Fifth Amendment to Management Agreement (the "Fifth Amendment") to
provide for Apple Mountain Resort located in Habersham County, Georgia to be
subject to the Management Agreement; and

         WHEREAS, on January 20, 1999, Silverleaf Club and Manager executed that
certain Sixth Amendment to Management Agreement (the "Sixth Amendment") to
provide for Silverleaf's Seaside Resort located in Galveston County, Texas to be
subject to the Management Agreement; and

         WHEREAS, on January 20, 1999, Silverleaf Club and Manager executed that
certain Seventh Amendment to Management Agreement (the "Seventh Amendment") to
provide for Beech Mountain Resort located in Luzerne County, Pennsylvania to be
subject to the Management Agreement; and





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         WHEREAS, on March 9, 1999, Silverleaf Club and Manager executed that
certain Eighth Amendment to Management Agreement in order to extend the term of
the Management Agreement; and

         WHEREAS, Silverleaf Club and Manager now desire to further amend the
Management Agreement to modify paragraph 7 of the Management Agreement with
respect to the compensation payable to the Manager;

         NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Silverleaf Club and Manager hereby agree as
follows:

         A. Paragraph 7 of the Management Agreement is hereby deleted in its
entirety and shall be replaced with the following new paragraph 7:

         7.       Compensation to Manager. As compensation for Manager's
                  services hereunder, Manager is entitled to retain for its own
                  account during each calendar year during the term of this
                  Agreement an amount equal to the lesser of (a) fifteen percent
                  (15%) of the Gross Revenues (as defined hereinbelow) for the
                  year or (b) the amount by which the Gross Revenues for the
                  year exceed the total of (i) all accrued expenses of any kind
                  whatsoever ("Expenses") incurred by the Resorts during the
                  year (exclusive of any fees paid or payable to the Silverleaf
                  Club by the Resorts) and incurred by the Silverleaf Club
                  during the year in performing its duties and obligations under
                  the Silverleaf Club Agreement and (ii) the total of all unpaid
                  Shortfalls for any preceding years commencing after December
                  31, 1992 (as defined hereinbelow). As used herein, the term
                  "Expenses" shall include the total amount of all funds
                  collected from members at the Clubs and set aside in a special
                  account by Silverleaf Club to be used solely for the
                  refurbishment and replacement of buildings and amenities at
                  the Resorts. If in any year commencing after December 31,
                  1992, the compensation paid to Manager pursuant to this
                  Agreement (exclusive of any amounts for prior Shortfalls) does
                  not equal fifteen percent (15%) of the Gross Revenues for the
                  year then an additional amount equal to the difference between
                  (x) 15% of the Gross Revenues for such year and (y) the amount
                  of compensation actually paid to Manager (exclusive of any
                  amounts for prior Shortfalls) for such year (the "Shortfall")
                  shall be payable to Manager in any subsequent year or years in
                  which the Gross Revenues for such year or years are more than
                  sufficient to pay all Expenses and all prior unpaid
                  Shortfalls, until such Shortfall is fully paid out of such
                  excess Gross Revenues. As used herein, the term Gross Revenues
                  shall mean the amount of all dues, assessments, late charges
                  and any other amounts accrued by Manager from the members of
                  the Clubs pursuant to paragraph 4(a) hereinabove, plus (ii)
                  the



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                  amount of income generated by the Resorts and accrued by
                  Manager pursuant to paragraph 4(b) hereinabove. Such accruals
                  shall be determined by Manager in its reasonable discretion
                  using its normal accounting practices. The amount payable
                  hereunder to Manager shall be paid in approximately equal
                  monthly installments throughout the year based on the annual
                  budget of the Silverleaf Club, as adjusted from time to time
                  throughout the year, with final adjustments being made as of
                  December 31 of the year to determine the exact amount due and
                  payable to Manager for the year under the preceding
                  provisions. After such final adjustments are made, any balance
                  due Manager shall be promptly paid, and any overpayment shall
                  be promptly repaid by Manager.

         B. Except as expressly amended hereby, the original terms and
conditions of the Management Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment and the Eighth Amendment are hereby
ratified and confirmed by Silverleaf Club and Manager. This Ninth Amendment
inures to the benefit, and is binding upon, the Silverleaf Club and Manager and
their respective successors, legal representatives, and assigns.

         C. This Ninth Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument, and all such counterparts
shall be deemed one and the same instrument.

         EXECUTED the 27th day of September, 2002.

                               SILVERLEAF CLUB:
                               ----------------

                               SILVERLEAF CLUB, a Texas non-profit corporation

                               By:      /s/ ROBERT E. LEVY
                                  ---------------------------------------------
                               Name:    Robert E. Levy
                                    -------------------------------------------
                               Its:     President
                                   --------------------------------------------



                               MANAGER:
                               --------

                               SILVERLEAF RESORTS, INC., a Texas corporation


                               By:      /s/ HARRY J. WHITE, JR.
                                  ---------------------------------------------
                               Name:     Harry J. White, Jr.
                                    -------------------------------------------
                               Its:     CFO
                                   --------------------------------------------


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