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                                                                    Exhibit 10.1

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                     RECEIVABLES LOAN AND SECURITY AGREEMENT

         THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES LOAN AND
SECURITY AGREEMENT ("Third Amendment") dated November 21, 2003 (the "EFFECTIVE
DATE"), is made by and between 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. d/b/a SILVERLEAF RESORTS, LTD., a
Texas limited partnership ("BORROWER"), whose address is 1221 Riverbend, Suite
120, Dallas, Texas 75247, and HELLER FINANCIAL, INC., a Delaware corporation
("Agent" and "LENDER"), as a Lender and as Agent for all Lenders and such
financial institutions as are or hereafter become parties to this Loan Agreement
as Lenders, whose address is 500 West Monroe Street, Chicago, Illinois 60661.

                                    RECITALS:

         A.       Borrower and Lender entered into that certain Loan and
Security Agreement dated as of October II, 1994 (the "ORIGINAL RECEIVABLES LOAN
AGREEMENT"), which Original Receivables Loan Agreement was modified by (i) that
certain Loan Modification Agreement between the Borrower and Lender dated April
19, 1995, (ii) that certain Amendment to Loan and Security Agreement between
Borrower and Lender dated December 6, 1996, (iii) that certain Amended and
Restated Loan and Security Agreement between the Borrower and Lender dated
December 27, 1995, (iv) that certain Amendment to Amended and Restated Loan and
Security Agreement between Borrower and Lender dated February 28, 1996, (v) that
certain Amendment to Amended and Restated Loan and Security Agreement between
Borrower and Lender dated August 15, 1996, and (vi) that certain letter
agreement between the Borrower and Lender dated March 31, 1997 (the "LETTER
AGREEMENT") (the Original Receivables Loan, the Letter Agreement and all
amendments and modifications thereto are collectively referred to as the
"ORIGINAL RECEIVABLES LOAN"); and

         B.       The Original Receivables Loan as amended was modified pursuant
to that certain Amended and Restated Receivables Loan and Security Agreement by
and among Borrower, Agent and Lender dated September 1, 1999 (the "RECEIVABLES
LOAN AGREEMENT"), as further modified pursuant to that certain First Amendment
and Restated Receivables Loan and Security Agreement (the "FIRST AMENDMENT TO
RECEIVABLES LOAN") dated March 20, 2000, and that certain Second Amendment to
Amended and Restated Receivables Loan and Security Agreement (the "SECOND
AMENDMENT TO RECEIVABLES LOAN") dated April 30, 2002 (the "RECEIVABLES LOAN")
(the Original Receivables Loan and the Receivables Loan; and all amendments and
modifications thereto are collectively referred to as the "LOAN AGREEMENT"); and

         C.       Agent on behalf of Lenders has entered into that certain
Amended and Restated Intercreditor Agreement with Sovereign and Textron dated
April 30, 2002 (the "INTERCREDITOR AGREEMENT"); and

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         D.       Borrower and Agent are entering into the Fifth Amendment to
Second Amended and Restated Inventory Loan and Security Agreement and
Modification of Notes dated of even date herewith ("FIFTH AMENDMENT TO SECOND
AMENDED AND RESTATED INVENTORY LOAN AGREEMENT AND MODIFICATION OF NOTES"); and

         E.       The parties desire to further amend the terms of the Loan
Agreement, as amended, as set forth herein.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties agree as follows:

         1.       Recitals. The above recitals are true and correct and are
incorporated herein.

         2.       Incorporation. The Exhibits and Schedules attached hereto are
incorporated herein and made a part hereof.

         3.       Definitions All capitalized terms not defined herein shall
have the meanings ascribed to them in the Loan Agreement.

         4.       Loans; Modification Fee.

                  (a)      Borrower acknowledges, agrees and confirms that as of
the date hereof and after giving effect to the payments required in connection
herewith, the outstanding principal balances of the Inventory Loan, the
Supplemental Loan, and the Receivables Loan are, respectively, $9,132,840.88,
$8,438,922.62, and $17,915,405.31.

                  (b)      In exchange for Lender's agreements hereunder and
under the Fifth Amendment to Second Amended and Restated Inventory Loan
Agreement and Modification of Notes, Borrower has agreed to pay Lender a
modification fee more specifically described in the Fifth Amendment to Second
Amended and Restated inventory Loan Agreement and Modification of Notes.

         5.       Ineligible Financed Note Receivable; Violation of Oak N'
Spruce Limitation. The Ineligible Financed Note Receivable; Violation of Oak N'
Spruce Limitation provision set forth in Section 5 of the Second Amendment to
Receivables Loan which, in turn, amends and restates Section 1.5(b)(ii) of the
Receivables Loan Agreement it hereby amended and restated as follows:

                  Ineligible Financed Note Receivable; Violation of Oak N'
Spruce Limitation. If at any time after the expiration of the Revolving Period a
Financed Note Receivable ceases to be an Eligible Note Receivable or if at any
time the aggregate amount of Advances outstanding under the Loan Agreement and
the Inventory Loan Agreement, as amended and restated, secured by assignments of
Assignments of Beneficial Interests at Oak N' Spruce Resort exceeds $5,000,000
(the "Oak N' Spruce Limitation"), Borrower shall within five (5) Business Days
after notice, either (A) prepay the Loan in an amount equal to the balance due
under such ineligible Financed Note Receivable; provided, however, to the extent
the aggregate amount of Advances then outstanding is equal to or less than the
sum of eighty-five percent (85%) of the principal balance

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of all Eligible Notes Receivable, then no prepayment or replacement shall be
required by Borrower, or (B) with respect to the Oak N' Spruce Limitation, repay
that portion of the Loan, thc Inventory Loan or the Supplemental Loan as
determined by Agent, in its sole and absolute discretion, secured by assignments
of Assignments of Beneficial Interests in excess of $5,000,000. Thereafter, at
Borrower's request, Agent shall return such ineligible Note Receivable to
Borrower and, within five (5) days of Agent's receipt from Borrower of a
completed assignment relating to such Note Receivable and the Mortgage securing
the same, in form acceptable to Agent substantially in the form attached as
Exhibit A to the Second Amendment to Receivables Loan, Agent shall execute such
instrument and return it to Borrower.

         6.       Marketing and Sales Expenses. The Marketing and Sale Expenses
financial covenant set forth in Section 10(b) of the Second Amendment to
Receivables Loan is hereby amended and restated as follows:

                  Marketing and Sales Expenses. Beginning on March 31, 2003, and
on the last day of each quarter thereafter, Borrower will not permit the ratio
of Marketing and Sales Expenses for the twelve month period then ending to
Borrower's net proceeds from the sale of Intervals for such period to equal or
exceed a ratio of 0.550 to 1.

         7.       Interest Coverage. The Interest Coverage financial covenant
set forth in Section 10(d) of the Second Amendment to Receivables Loan is hereby
amended to add the following sentences thereto:

                  Borrower's 10-Q for the period ending March 31, 2003 reflected
an allowance increase of $28,711,000 for uncollectible notes (the "ALLOWANCE
INCREASE"). Notwithstanding anything stated to the contrary herein, the
Allowance Increase shall not be taken into consideration in performing the
calculation of EBITDA used in determining the Interest Coverage Ratio; provided,
however, the Allowance Increase shall apply only to the Allowance Increase that
occurred during the quarter ending on March 31, 2003. Any further increases to
the allowance for uncollectible notes shall be included for purposes of
calculating the EBITDA for the Interest Coverage Ratio.

         8.       Profitable Operations. The Profitable Operations financial
covenant set forth in Section 10(e) of the Second Amendment to Receivables Loan
is hereby amended to add the following sentences thereto.

                  Notwithstanding anything stated to the contrary herein, the
Allowance Increase shall not be taken into consideration in performing the
calculation of Consolidated Net Income; provided, however, the Allowance
Increase shall apply only to the Allowance Increase that occurred during the
quarter ending on March 31, 2003. Any further increases to the allowance for
uncollectible notes shall be included for purposes of calculating Consolidated
Net Income.

         9.       Cross Default; Cross Collateralization. The following
provision is hereby added to Section 5.20 of the Loan Agreement as follows:

                  Notwithstanding anything stated to the contrary herein, and
provided no Event of Default then exists, in the event Borrower fully repays all
obligations and amounts due and payable under the Inventory Loan and the
Receivables Loan in their entirety on or prior to

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August 31, 2004 (as of which date time is of the essence), then all Collateral
other than the Additional Resort Collateral, the Ineligible Note Portfolio and
the Shared Collateral shall be released. Lender shall retain its lien with
respect to the Additional Resort Collateral, the Ineligible Note Portfolio and
the Shared Collateral.

         10.      Collateral. Subsection (b) of the Collateral provision set
forth in Section 8 of the Second Amendment to Receivables Loan which, in turn,
amends and restates Section 6.4 of the Receivables Loan Agreement it hereby
amended and restated as follows:

                  (b)      If a Note Receivable is a newly originated Eligible
Note Receivable which is replacing an existing Eligible Note Receivable pledged
as Collateral under the Loan Agreement and the proceeds have been used to
finance the purchase of an Interval which is being upgraded by the consumer
borrower to a more expensive Interval, then (a) the principal balance of the
existing Eligible Note Receivable which is being upgraded may still be included
for purposes of calculating the Availability for a period of time expiring on
the earlier to occur of (i) the 31st day after the consumer documents effecting
the upgrade have been executed or (ii) the date on which any payment on such
Eligible Note Receivable becomes thirty (30) or more days past due, (b) on or
before the second (2nd) Business Day after the expiration of the statutory
rescission period in connection with any consumer documents executed effecting
any upgrade involving an Eligible Note Receivable and in any event within ten
(10) days of such upgrade, Borrower shall deliver to Lender or its designee the
original of the new promissory note executed in connection with such upgrade
duly endorsed in blank by Borrower and Borrower will cause all payments made
with respect to such new promissory note to be forwarded to the Lockbox, and (c)
except as provided in the next sentence, the amount of the principal balance of
the newly originated Eligible Note Receivable in excess of the principal balance
of the existing Eligible Note Receivable which is being upgraded and replaced by
such newly originated Eligible Note Receivable shall not be considered for
purposes of calculating Availability. In the event more than one upgraded
Eligible Note Receivable is being replaced by Borrower at anytime, then Borrower
may aggregate the balances of any such replacement Notes Receivable and shall
only be required to provide sufficient replacement Notes Receivable to replace
the aggregate balance being substituted for.

         11.      Eligible Notes Receivable. The following provision is hereby
added as subsection (t) to the definition of Eligible Notes Receivable set forth
in Appendix 1 to the Second Amendment to Receivables Loan:

                  (t) No Note Receivable shall be eligible if after giving
                  effect to the pledge thereof the weighted average FICO score
                  of the Notes Receivable being pledged or substituted into the
                  facility at the same time (but not aggregated with Notes
                  Receivable previously pledged), would be less than 640.

         12.      Certification of Financed Notes Receivable. In addition to the
other reporting requirements set forth in the Loan Agreement, Borrower shall
certify to Lender in writing on or before the 10th day after the end of each
calendar quarter that as of the end of the calendar quarter then ending, the
Financed Notes Receivable satisfy the definition of Eligible Notes Receivable
and shall provide evidence of compliance with the provisions in paragraph 9
hereof.

         13.      Interest Rate. The first sentence of the definition of
Interest Rate set forth in the

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Appendix to the Receivables Loan Agreement is hereby amended and restated as
follows:

                  A rate equal to the greater of (a) a floating rate per annum
equal to the Base Rate plus two and 65/100 percent (2.65%), or (b) six percent
(6.00%) (collectively, the "INTEREST RATE").

         14.      Consent to Retirement of Subordinated Notes. Borrower has
requested Lenders consent to Borrower's retirement of certain subordinated notes
with a face value of $7,620,000 (the "Subordinated Notes"). Lender hereby
consents to Borrower's request to retire the Subordinated Notes.

         15.      Other Facilities. This Third Amendment is conditioned upon the
execution of similar agreements relating to the DZ Facility, Sovereign Facility
and Textron Facility. Accordingly, Lender hereby consents to Borrower's
execution of modifications to the DZ Documents, Sovereign Documents and Textron
Documents in the forms attached hereto as EXHIBIT A (the "THIRD PARTY
MODIFICATION DOCUMENTS"). Borrower's failure to enter into similar agreements
with DZ, Sovereign and Textron shall render this Third Amendment null and void.

         16.      Conditions Precedent; Closing.

                  (a)      Approval of Documents Prior to Closing Date. Borrower
has delivered to Lender (with copies to Lender's counsel), prior to the Closing
Date, and Lender has reviewed and approved in its sole discretion, prior to the
Closing Date, the form and content of all of the items specified in Subsections
(i) through (iv) below (the "Submissions").

                  Lender shall have the right to review and approve any changes
to the form of any of the Submissions. If Lender disapproves of any changes to
any of the Submissions, Lender shall have the right to require Borrower either
to cure or correct the defect objected to by Lender or to elect not to fund any
Advance under the Receivables Loan. Under no circumstances shall Lender's
failure to approve or disapprove a change to any of the Submissions be deemed to
be an approval of such Submissions. All of the Submissions were and shall be
prepared at Borrower's sole cost and expense.

                           (i)      A certificate in the form attached as
Exhibit B to be dated as of the Closing Date and signed by the president, vice
president, or secretary of Borrower;

                           (ii)     Copies of any amendments to the articles of
incorporation/charter and bylaws of Borrower not previously delivered to Lender,
certified to be true, correct and complete by Borrower and the Secretary of
State of the State of Texas and current certificates of good standing for
Borrower for the State of Texas and states where the Resorts are located, a
current certificate of authority to conduct business by the Secretary of State
in each state in which Borrower conducts business;

                           (iii)    A certificate of the Secretary of Borrower
certifying the adoption by the Board of Directors of Borrower of a resolution
authorizing Borrower to enter into and execute this Third Amendment and all such
documents requested by Lender in the form attached hereto as EXHIBIT C; and

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                           (iv)     A certificate of the secretary or assistant
secretary of Borrower certifying the incumbency, and verifying the authenticity
of the signatures, of the specified officers of Borrower authorized to sign this
Third Amendment and all such documents requested by Lender in the form attached
hereto as EXHIBIT D.

                  (b)      Execution And Delivery of Loan Documents. Borrower
shall have delivered to Lender, on or before the Closing Date, the following
Loan Documents, each of which shall be in the form of the respective Loan
Documents attached hereto as Exhibits:

                           (i)      Closing Opinions of Counsels for Borrower
(EXHIBIT E).

                           (ii)     Borrower, DZ, Textron, and Sovereign shall
have executed and delivered to Lender, on or before the Closing Date, the Third
Party Modification Documents, in the form attached hereto as EXHIBIT A.

                           (iii)    Such other agreements, documents,
instruments, certificates and materials as Lender may request to evidence the
Indebtedness, to evidence and perfect the rights and Liens and security
interests of Lender contemplated by the Loan Documents, and to effectuate the
transactions contemplated herein.

                  (c)      Fifth Amendment to Second Amended and Restated
Inventory Loan Agreement and Modification of Notes. Borrower and Lender shall
have executed, on or before the Closing Date, the Fifth Amendment to Second
Amended and Restated Inventory Loan Agreement and Modification of Notes, in the
form attached hereto as EXHIBIT F.

         17.      Borrower Confirmation. Borrower hereby ratifies and confirms
that the Loan Agreement and other Loan Documents as amended herein are in full
force and effect and agrees that as modified, the Loan Agreement and the other
Loan Documents are and continue to be in full force and effect and enforceable
in accordance with their respective terms. Borrower hereby incorporates by
reference all covenants, warranties, and representations contained in the Loan
Documents and reaffirms such covenants, warranties, and representations as of
the day hereof.

         18.      Borrower Estoppel; Lender's Waiver. Execution of this Third
Amendment by Lender shall be without prejudice to Lender's rights at any time in
the future to exercise any and all rights conferred upon it by any of the Loan
Documents in accordance with their original terms as previously and hereby
amended. Except as expressly provided in this Third Amendment, neither the Third
Amendment nor any provision hereof or of any other documents given in connection
herewith shall constitute or shall be construed to constitute a waiver of any
default, right, or remedy of Lender under the Loan Documents subsequent to the
date hereof. Any failure by Lender at any point in time during the term of the
Note, the Loan Documents, the Inventory Loan or the Supplemental Loan to insist
upon strict and timely compliance with the terms and provisions of each such
document shall not be deemed a waiver either expressly or implied by Lender of
any or its rights under any such document nor shall the same excuse Borrower's
obligation to strictly and timely perform its obligation hereunder and therein.
Events of Default exist under the Loan Documents as a result of

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                           (i)      the Borrower's failure to satisfy the
marketing and sales expenses covenant in Section 10(b) of the Second Amendment
to Receivables Loan for the fiscal quarter ending on March 31, 2003;

                           (ii)     the Borrower's failure to satisfy the
interest coverage ratio covenant in Section 10(d) of the Second Amendment to
Receivables Loan for the fiscal quarters ended March 31, 2003, June 30, 2003,
and September 30, 2003; and

                           (iii)    the Borrower's failure to satisfy the
profitability covenant in Section 10(c) of the Second Amendment to Receivables
Loan for the fiscal quarters ended March 31, 2003, June 30, 2003, and September
30, 2003 (collectively, the "EXISTING DEFAULTS"). Lender hereby waives the
Existing Defaults.

         19.      Release. Borrower hereby desires to fully comprise, release
and settle any and all claims, counterclaims, liabilities, damages, defenses,
demands and causes of action that Borrower has or may have against Lender
related to or that may have arisen, may arise or are or become assertable as a
result of events occurring in connection with the Lending Relationship (as
defined below), including any claims, causes of action or defenses based on the
negligence of Lenders or on any "lender liability" theories of, among others,
bad faith, unfair dealings, duress, coercion, control, misrepresentation,
omission, misconduct, overreaching, unconscionability, disparate bargaining
position, reliance, equity subordination, fraud, failure of consideration in
whole or in part, or otherwise, and do hereby intend to release, compromise and
settle all such claims and matters, whether known or unknown, whether reduced to
judgment, liquidated or unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured and whether they
arose collaterally, directly, derivatively, or otherwise between the Borrower on
the one hand, and Lender, on the other hand (collectively, the "RELEASED
CLAIMS"). Borrower hereby stipulates, agrees, covenants, warrants and represents
unto the Lender that Borrower does not have any outstanding claims,
counterclaims, liabilities, damages, defenses, demands or causes of action
against Lender or its successors, assigns, directors, officers, employees,
agents and/or attorneys. Borrower does hereby unconditionally forever release,
acquit, settle and discharge Lender and its successors, assigns, directors,
officers, employees, agents and attorneys of and from the Released Claims and
Borrower hereby declares the Released Claims forever released, acquitted,
settled and discharged. As used herein, the term `Lending Relationship" shall
mean a collective reference to the Loan Agreement, any other Loan Documents,
together with any and all negotiations, discussions, acts, omissions, renewals,
extensions, collateral documents, loan agreements, term sheets and other
agreements and actions related thereto.

         20.      Complete Agreement, Etc. There are and were no oral or written
representations, warranties, understandings, stipulations, agreements, or
promises made by either party or by any agent, employee or other representative
of either party pertaining to the subject matter of the Third Amendment which
have not been incorporated into the Third Amendment. The Third Amendment shall
not be modified, changed, terminated, amended, superseded, waived or extended
except by a written instrument executed by the parties hereto. If any term
comment or condition of this Third Amendment is held to be invalid, illegal, or
unenforceable as to a particular person, entity, or situation and the Third
Amendment will also be enforced to the fullest extent permitted by law as to any
other person, entity, or situation. Except as specifically modified by the terms
of the Third Amendment, the Note and all the remaining Loan Documents

<PAGE>

shall not be affected by the Third Amendment shall remain in full force and
effect. Nothing herein contained shall be construed to impair Lender's security
under any of the Loan Agreements or Loan Documents nor to limit or impair any
rights or powers that Lender now enjoys or may hereafter enjoy under the Loan
Documents for recovery of the Indebtedness secured hereby.

         21.      Further Assurances. Borrower agrees to execute such further
documents, instruments and agreements as Lender may require from time to time to
effectuate the terms and conditions and understandings of this Third Amendment.

         22.      Borrower Representations. Borrower hereby represents and
warrants to the Lender that:

                  (a)      The Persons executing the Third Amendment on behalf
of the Borrower have full authority to execute the Third Amendment on behalf of
Borrower and to bind Borrower thereby;

                  (b)      The execution and delivery by Borrower of the Third
Amendment and the performance thereunder by Borrower has not and will not result
in a breach of or constitute a default under any mortgage, lease, bank loan,
credit arrangement or other instrument or agreement to which either Borrower or
the Collateral securing the Loans may be bound or affected;

                  (c)      Borrower is a corporation duly formed, validly
existing and in good standing under the laws of the State of Texas;

                  (d)      The execution, delivery and performance by the
Borrower of the Third Amendment and other Loan Documents as amended as of the
date hereof, have been duly and validly authorized and all consents and
approvals which are necessary for authorization, binding affect, performance,
and enforceability of the Third Amendment and all other Loan Documents have been
received; and

                  (e)      Borrower will not be, on or after the date hereof, a
party to any contract or agreement which restricts its right or ability to incur
indebtedness or prohibits Borrower's execution of the Third Amendment or the
Fifth Amendment to Second Amended and Restated Inventory Loan Agreement and
Modification of Notes, or compliance with the terms of the Loan Agreement, the
Loan Documents or the Inventory Loan or Supplemental Loan. Borrower has not
agreed or consent to cause or permit in the future (upon the happening of a
contingency or otherwise) any of the Collateral, whether now owned or hereafter
acquired, to be subject to a Lien except in favor of Lender as provided herein,
and, with respect to the Real Estate Collateral and the Ineligible Note
Portfolio, in favor of Textron and Sovereign.

                  (f)      Except as disclosed on the attached Schedule 25,
there are no actions, suits, proceedings, orders or injunctions pending or, to
the best of Borrower's knowledge, threatened against or affecting Borrower any
Resort or the Intervals, at law or in equity, or before or by any governmental
authority, in any case individually in which the claim exceeds or would
reasonably be expected to exceed $50,000 or all cases for which claims in the
aggregate exceed or could reasonably be expected to exceed $250,000. Borrower
has received no notice from any court or

<PAGE>

governmental authority alleging that Borrower has violated any applicable
timeshare act, any of the rules or regulations thereunder, or any other
applicable laws.

                  (g)      Except as otherwise disclosed by the Borrower to
Lender in writing, since September 30, 2003, there has occurred no materially
adverse change in the financial condition or business of the Borrower and its
subsidiaries as shown on or reflected in the consolidated balance sheet of the
Borrower and its subsidiaries as of September 30, 2003, or the consolidated
statement of income as of such date, other than changes in the ordinary course
of business that have not had any materially adverse effect either individually
or in the aggregate on the business or financial condition of the Borrower or
any of its subsidiaries. Following Lender's receipt and approval of the
Borrower's financial statements for the fiscal year ended on December 31, 2002,
and except for the Allowance Increase, there has occurred no materially adverse
change in the financial condition or business of the Borrower and its
subsidiaries as shown on or reflected in the consolidated balance sheet of the
Borrower and its subsidiaries as of December 31, 2002, or the consolidated
statement of income as of such date, other than changes in the ordinary course
of business that have not had any materially adverse effect either individually
or in the aggregate on the business or financial condition of the Borrower or
any of its Subsidiaries. Since September 30, 2003, the Borrower has not made any
Distribution.

         23.      Counterparts. This Third Amendment may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which shall together constitute one and the same instrument

         24.      Fair Consideration. Lender's agreements contained herein
constitute valuable, adequate and fair consideration for the obligations of the
Borrower hereunder.

         25.      No Lender Control. Lender has never been, nor will it ever be,
a partner, joint venturer, alter ego, manager, or controlling person of the
Borrower.

         26.      No Other Representation. Borrower acknowledges and agrees that
neither Lender nor any person or entity acting on its behalf has made any
representation or promise to Borrower which is not expressly set forth herein or
in the other Loan Documents.

         IN WITNESS WHEREOF, Borrower, Agent and Lender have caused this Third
Amendment to be executed and delivered by their duly authorized officers
effective as of the date first above written.

                                              BORROWER:

                                              SILVERLEAF RESORTS, INC., a Texas
                                              corporation

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

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                                              AGENT AND LENDER:

                                              HELLER FINANCIAL, INC.

                                              By: /S/ ROBERT J. DENNIS
                                                  ------------------------------
                                              Name:  Robert J. Dennis
                                              Its: EVP

                                              LENDER:

                                              UNION BANK OF CALIFORNIA, N.A.

                                              By:  /S/ DANIEL J. ISENBERG
                                                   -----------------------------
                                              Name:  Daniel J. Isenberg
                                              Its:  Vice President

Exhibits:

Exhibit A:  Third Party Modification Documents
Exhibit B:  Officer's Certificate
Exhibit C:  Secretary's Certificate
Exhibit D:  Secretary's Certificate
Exhibit E:  Opinion of Borrower's Counsel
Exhibit F:  Fifth Amendment to Second Amended and Restated Inventory Loan
            Agreement