Ex.
      10.3

    


    EMPLOYMENT
      AGREEMENT

    WITH
      SILVERLEAF RESORTS, INC.

    


    THIS
      EMPLOYMENT AGREEMENT (the "Agreement") is made between SILVERLEAF RESORTS,
      INC.,
      a Texas corporation ("Silverleaf"), and JOE W. CONNER (the
      "Employee").

    


    R
      E
      C
      I
      T A
      L
      S:

    


    
      	
            	A.	
              Employee
                is a key executive officer and employee of Silverleaf;
                and

            


    

    


    
      	 	
              B.

            	
              Silverleaf
                and Employee desire to continue the employment of Employee and to
                agree on
                the terms of Employee's continued
                employment.

            


    

    


    NOW,
      THEREFORE, in consideration of the premises and terms hereinafter set forth,
      the
      parties agree as follows:

    


    A
      G R
      E
      E M
      E
      N
      T:

    


    Section
      1. Employment.
      Employee's employment with Silverleaf as Chief Operating Officer is hereby
      continued, effective as of the Effective Date and for an initial period of
      three
      (3) years from the Effective Date (the "Term"), unless sooner terminated
      pursuant to the termination provisions of this Agreement. Employee may not
      engage in other employment while he or she is in the employ of Silverleaf
      pursuant to this Agreement.

    


    Section
      2. Duties.
      Employee
      agrees to devote such time, attention and energies as are necessary to fulfill
      his or her duties as reasonably specified by the Board of Directors of
      Silverleaf from time to time for an employee of Employee’s position. Employee
      further agrees that he or she will promote the best interests and welfare of
      Silverleaf and shall perform any and all duties to the best of his or her
      abilities. The Employee shall:

    


    (a) Non-Competition:
      Not
      render to others, during his or her employment with Silverleaf, service of
      any
      kind for compensation or promote, participate or engage in any other business
      activity which would conflict or interfere with the performance of his or her
      duties or loyalty under this Agreement, including, but not limited to,
      participating in the promotion or sale of products or services for a competitor
      of Silverleaf or otherwise engage in business with such competitor;

    


    (b) Regulatory
      Laws:
      Abide by
      all applicable statutes, rules and regulations of each State in which services
      may be rendered; and

    


    (c) Silverleaf
      Rules:
      Abide by
      all rules, regulations and policies issued by Silverleaf, which are pertinent
      to
      Employee's duties and obligations.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Section
      3. Compensation.
      As
      compensation for the services rendered pursuant to this Agreement:

    


    (a) Base
      Compensation:
      Silverleaf shall pay Employee base compensation computed at the annual rate
      of
      Three Hundred, Twenty-Five Thousand and No/100 Dollars ($325,000.00) payable
      in
      semi-monthly payments on the 15th day and the last day of each
      month.

    


    (b) Incentive
      Compensation:
      Employee
      shall be entitled to participate in any bonus, incentive, stock option or other
      compensation plans of Silverleaf only to the extent the Board of Directors
      of
      Silverleaf may deem appropriate from time to time.

    


    (c) Fringe
      Benefits:
      Silverleaf shall provide Employee health and life insurance under its group
      plans as they may exist from time to time. The cost of any coverage of any
      of
      the Employee's family members under Silverleaf's group plans shall be paid
      by
      the Employee. The Employee shall also be entitled to such vacation time, sick
      leave and other fringe benefits as may be specified by the Board of Directors
      of
      Silverleaf from time to time for its executive personnel

    


    Section
      4. Termination
      Payments.
      If
      Employee’s employment with Silverleaf is terminated prior to a Change of
      Control, the payment to Employee of all compensation earned to the date of
      termination (the “Earned Compensation”) shall be in full satisfaction of all of
      Employee’s claims against Silverleaf under this Agreement and Employee shall be
      entitled to no other termination pay. If Employee’s employment is terminated
      after a Change of Control and during the Term or any extended Term of this
      Agreement, then the following provisions shall apply:

    


    (a) Good
      Cause or Voluntary Termination:
      If
      Silverleaf terminates Employee’s employment for Good Cause, or if Employee
      voluntarily terminates Employee’s employment other than for Good Reason, then
      Employee shall be entitled to the Earned Compensation only.

    


    (b) No
      Good Cause or Good Reason:
      If
      Silverleaf terminates Employee’s employment other than for Good Cause, or if
      Employee terminates Employee’s employment for Good Reason, then Employee shall
      be entitled to the Earned Compensation and to Severance Pay. For this purpose,
      Severance Pay means an amount of compensation equal to two (2) times the sum
      of
      the total cash compensation received by the Employee for the immediately
      preceding calendar year, including but not limited to any base compensation,
      commissions, bonuses, and similar cash items, but exclusive of any fringe
      benefits, vehicle usage and similar non-cash items. The Severance Pay shall
      be
      payable in a lump sum within thirty (30) days after the termination of
      employment. As a condition precedent to the payment of the Severance Pay,
      Employee agrees to execute and deliver to Silverleaf a general release of
      Silverleaf and its affiliates from any and all other claims that Employee might
      have against Silverleaf and its affiliates, the form of which will be provided
      by Silverleaf.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (c) Death
      or Incapacity:
      If
      Employee’s employment is terminated because of Employee’s death, or Employee’s
      incapacity and inability to perform Employee’s duties hereunder due to
      Employee’s physical or mental illness, then Employee shall be entitled to the
      Earned Compensation only.

     

    Section
      5. Termination
      Payment Definitions.
      For
      purposes of Section 4, the following definitions shall apply:

    


    (a) Change
      of Control:“Change
      of Control” shall mean the occurrence of any of the following events after the
      Effective Date:

    


    [1] Individuals
      who, on the Effective Date, constitute the Board of Directors (the “Board”) of
      Silverleaf (the “Incumbent Directors”) cease for any reason to constitute at
      least a majority of the Board, provided that any person becoming a director
      subsequent to such date, whose election or nomination for election was approved
      by a vote of at least two-thirds of the Incumbent Directors then on the Board
      (either by a specific vote or by approval of the proxy statement of Silverleaf
      in which such person is named as a nominee for director, without written
      objection to such nomination) shall be an Incumbent Director; provided, however,
      that no individual initially elected or nominated as a director of Silverleaf
      as
      a result of an actual or threatened election contest with respect to directors
      or as a result of any other actual or threatened solicitation of proxies or
      consents by or on behalf of any person other than the Board shall be deemed
      to
      be an Incumbent Director;

    


    [2] The
      consummation of any sale, transfer or other disposition of all or substantially
      all of the assets of the business of Silverleaf through one transaction or
      a
      series of related transactions to one or more persons or entities;

    


    [3] Any
      “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange
      Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14 (d)(2)
      of the Exchange Act), other than Robert E. Mead, is or becomes a “beneficial
      owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of securities of Silverleaf representing more than 50% of the
      combined voting power of Silverleaf’s then outstanding securities eligible to
      vote for the election of the Board;

    


    [4] The
      consummation of a merger, consolidation, reorganization, statutory share
      exchange or similar form of corporate transaction involving Silverleaf or any
      of
      its subsidiaries that requires the approval of Silverleaf’s stockholders,
      whether for such transaction or the issuance of securities in the transaction;
      or

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    [5] The
      stockholders of Silverleaf approve a plan of complete liquidation or
      dissolution.

    


    (b) Good
      Cause:“Good
      Cause” shall be deemed to exist if Employee:

    


    [1] Willfully
      breaches or habitually neglects the duties that the Employee is required to
      perform under the terms of this Agreement;

    


    [2] Willfully
      violates reasonable and substantial rules, regulations or policies governing
      employee performance;

    


    [3] Willfully
      refuses to obey reasonable orders in a manner that amounts to insubordination;
      or

    


    [4] Willfully
      commits clearly dishonest acts toward Silverleaf.

    


    For
      such
      purposes, no act or failure to act by Employee shall be considered “willful”
unless done or omitted to be done by Employee in bad faith and without
      reasonable belief that Employee’s action or omission was in the best interests
      of Silverleaf or its affiliates. Any act, or failure to act, based upon
      authority given pursuant to a resolution duly adopted by the Board or based
      upon
      the advice of counsel for Silverleaf shall be conclusively presumed to be done,
      or omitted to be done, by Employee in good faith and in the best interests
      of
      Silverleaf. Good Cause shall also not exist pursuant to clause [1], [2] or
      [3],
      unless Employee has failed to correct the activity alleged to constitute Good
      Cause within thirty (30) days following written notice from Silverleaf of such
      activity, which notice shall specifically set forth the nature of such activity
      and the corrective action reasonably sought by Silverleaf. Notwithstanding
      the
      foregoing, the termination of the Employee’s employment for Good Cause shall be
      pursuant to the action of the Board, taken in conformity with the By-laws of
      Silverleaf.

    


    (c) Good
      Reason:“Good
      Reason” shall mean the occurrence of any of the following events after a Change
      of Control:

    


    [1] The
      failure by Silverleaf to pay Employee the compensation and benefits due Employee
      under Section 3;

    


    [2] A
      material diminution in Employee’s responsibilities or authority, or a diminution
      of Employee’s title;

    


    [3] Employee
      is required to relocate for purposes of Employee’s employment with
      Silverleaf;

    


    [4] Any
      material breach of this Agreement by Silverleaf; or

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    [5] The
      failure of any successor to all or substantially all of the business and/or
      assets of Silverleaf to assume this Agreement.

    


    Provided,
      however, Employee must give written notice to Silverleaf of the event
      constituting Good Reason within thirty (30) days of Employee’s knowledge of the
      event, or such event shall not constitute Good Reason. Provided, further, Good
      Reason shall not be deemed to exist unless Silverleaf fails to cure the event
      giving rise to Good Reason within thirty (30) days after receipt of the written
      notice from Employee.

    


    Section
      6. Confidentiality.

    


    (a) Nondisclosure
      and Nonuse:
      Employee
      acknowledges that during his or her employment with Silverleaf, he or she may
      have access to and become acquainted with Silverleaf Confidential Information,
      as defined below. Except as Employee's duties during his or her employment
      with
      Silverleaf may require or Silverleaf may otherwise consent in writing, Employee
      agrees that he or she shall not at any time disclose or use, directly or
      indirectly, either during or subsequent to his or her employment with
      Silverleaf, any Silverleaf Confidential Information.

    


    (b) Confidential
      Information:
      For
      purposes of the foregoing provisions, "Silverleaf Confidential Information"
      shall mean (1) any and all confidential and proprietary business information
      and
      trade secrets concerning the business and affairs of Silverleaf and its
      affiliates, including but not limited to all marketing, sales and lead
      generation techniques, know-how and studies, timeshare member lists, other
      customer and lead lists, current and anticipated customer requirements, price
      lists, business plans, training programs, computer software and programs, and
      computer software and data-base technologies, systems, structures and
      architectures (and related processes, formulae, compositions, improvements,
      devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
      and information), (2) any and all information concerning the business and
      affairs of Silverleaf and its affiliates (including but not limited to their
      historical financial statements, financial projections and budgets, historical
      and projected sales, capital spending budgets and plans, the names and
      backgrounds of key personnel, personnel training and techniques and materials,
      however documented), and (3) any and all notes, analysis, compilations, studies,
      summaries, and other material prepared by or for Silverleaf and its affiliates
      containing or based, in whole or in part, on any information included in the
      foregoing.

    


    Section
      7. Non-Interference.
      Employee
      further agrees that during his or her employment and for a period of two (2)
      years after the effective date of any Termination, Employee shall not, either
      on
      his or her own account or jointly with or as a manager, agent, officer,
      employee, consultant, partner, joint venturer, owner or shareholder or otherwise
      on behalf of any other person, firm or corporation: (1) carry on or be engaged
      or interested directly or indirectly in, or solicit, the manufacture or sale
      of
      goods or provision of services to any person, firm or corporation which, at
      any
      time during his or her employment has been or is a customer or in the habit
      of
      dealing with Silverleaf or its affiliates in their business if it would
      adversely affect Silverleaf’s business, (2) endeavor, directly or indirectly, to
      canvas or solicit in competition with Silverleaf or its affiliates or to
      interfere with the supply of orders for goods or services from or by any person,
      firm or corporation which during this or her employment has been or is a
      supplier of goods or services to Silverleaf or its affiliates if it would
      adversely affect Silverleaf’s business, or (3) directly or indirectly solicit or
      attempt to solicit away from Silverleaf or its affiliates any of its officers,
      employees or independent contractors or offer employment or business to any
      person who, on or during the 6 months immediately preceding the date of such
      solicitation or offer, is or was an officer, employee or independent contractor
      of Silverleaf or its affiliates. 

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    Section
      8. Noncompetition.
      If
      the
      Employee’s employment is terminated after a Change of Control and during the
      Term or any extended Term of this Agreement:

    


    (a) Covenant:
      Employee
      covenants and agrees that he or she shall not, for a period of two (2) years
      after the effective date of the Termination, working alone or in conjunction
      with one or more other persons or entities, for compensation or not, permit
      his
      or her name to be used by or engage in or carry on, directly or indirectly,
      either for himself or herself or as a member of a partnership or other entity
      or
      as a stockholder, investor, officer or director of a corporation or as an
      employee, agent, associate or contractor of any person, partnership, corporation
      or other entity, any business in competition with the business of Silverleaf
      or
      its affiliates, as carried on by Silverleaf or its affiliates immediately prior
      to the effective date of the Termination, but only for as long as such business
      is carried on by (1) Silverleaf or its affiliates or (2) any person,
      corporation, partnership, trust or other organization or entity deriving title
      from Silverleaf or its affiliates to the assets and goodwill of the business
      being carried on by Silverleaf or its affiliates immediately prior to the
      effective date of the Termination, in any county of any state of the United
      States in which Silverleaf or its affiliates conducts such business or markets
      the products of such business immediately prior to the effective date of the
      Termination.

    


    (b) Tolling.
      If
      Employee violates any covenant contained in this Section, then the term of
      such
      violated covenant shall be tolled for the period commencing on the commencement
      of such violation and ending upon the earlier of (1) such time as such violation
      shall be cured by Employee to the reasonable satisfaction of Silverleaf, (2)
      final adjudication (including appeals) of any action filed for injunctive relief
      or damages arising out of such violation, and (3) the expiration of 24 months
      after Termination during which no violation of the covenant has
      occurred.

    


    (c) Reformation.
      If, in
      any judicial proceeding, the court shall refuse to enforce any covenant
      contained in this Section because the time limit is too long, it is expressly
      understood and agreed between Silverleaf and Employee that for purposes of
      such
      proceeding such time limitation shall be deemed reduced to the extent necessary
      to permit enforcement of such covenant. If, in any judicial proceeding, the
      court shall refuse to enforce any covenant contained in this Section because
      it
      is more extensive (whether as to geographic area, scope of business or
      otherwise) than necessary to protect the business and goodwill of Silverleaf
      and/or its affiliates, it is expressly understood and agreed between Silverleaf
      and Employee that for purposes of such proceeding the geographic area, scope
      of
      business or other aspect shall be deemed reduced to the extent necessary to
      permit enforcement of such covenant.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    Section
      9. Injunctive
      Relief.
      Employee
      acknowledges that a breach of Sections 6, 7, or 8 hereof would cause irreparable
      damage to Silverleaf and/or its affiliates, and in the event of Employee's
      breach of the provisions of Sections 6, 7 or 8 hereof, Silverleaf shall be
      entitled to a temporary restraining order and an injunction restraining Employee
      from breaching such Sections without the necessity of posting bond or proving
      irreparable harm, such being conclusively admitted by Employee. Nothing shall
      be
      construed as prohibiting Silverleaf from pursuing any other available remedies
      for such breach, including the recovery of damages from Employee. Employee
      acknowledges that the restrictions set forth in Sections 6, 7 and 8 hereof
      are
      reasonable in scope and duration, given the nature of the business of Silverleaf
      and its affiliates. Employee agrees that issuance of an injunction restraining
      Employee from breaching such Sections in accordance with their terms will not
      pose an unreasonable restriction on Employee's ability to obtain employment
      or
      other work following the effective date of any Termination.

    


    Section
      10. Employee
      Investments.
      Anything
      to the contrary herein notwithstanding, Employee: (1) shall not be prohibited
      from investing his or her assets in such form or such manner as will not, in
      the
      aggregate, detract from the performance by Employee of his or her duties
      hereunder and will not violate the provisions of Sections 6, 7 or 8 hereof;
      and
      (2) shall not be prohibited from purchasing stock in any publicly traded company
      solely as a stockholder so long as Employee does not own (together or separately
      or through his or her affiliates) more than two percent (2%) of the stock in
      any
      company, other than Silverleaf, which is engaged in the timeshare
      business.

    


    Section
      11. Employee's
      Representations.
      Employee
      represents and warrants that he or she is free to enter into and perform each
      of
      the terms and conditions hereof, and that his or her execution and performance
      of this Agreement does not and will not violate or breach any other Agreement
      between Employee and any other person or entity.

    


    Section
      12. Termination.
      Employee’s employment shall
      terminate upon the expiration of the Term of this Agreement, or prior thereto:
      (1) upon written notice by either party, at any time and for any or no reason
      whatsoever, at least thirty (30) days prior to the effective date of the
      termination; or (2) as of the end of the month of Employee’s death, or
      incapacity and inability to perform Employee’s duties hereunder due to
      Employee’s physical or mental illness (the “Termination”). 
      The Term
      of this Agreement may be extended only: (1) by the written agreement of Employee
      and Silverleaf; or (2) by Silverleaf, in its sole discretion, by the giving
      of
      written notice to Employee of a one (1) year extension of the then Term of
      this
      Agreement, provided that Silverleaf may only exercise this option within sixty
      (60) days before or after each anniversary of the Effective Date of this
      Agreement, the option may be exercised only once for each anniversary of the
      Effective Date and the exercise must be prior to the expiration of the then
      Term
      of this Agreement. If Silverleaf unilaterally extends the Term as provided
      above, Employee, in Employee’s sole discretion, may reject the extension by
      giving written notice to Silverleaf within thirty (30) days of the date of
      Silverleaf’s notice of the extension, in which event the Term shall not be
      extended. 

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    Section
      13. Return
      of Materials and Vehicles:
      Employee
      understands and agrees that any training manuals, sales and promotional
      material, vehicles or other equipment provided to him or her by Silverleaf
      in
      connection with this Agreement shall remain the sole property of Silverleaf,
      and
      shall be used by the Employee exclusively for Silverleaf's benefit. Upon
      termination of this Agreement, any such material, vehicles or other equipment
      shall be immediately returned to Silverleaf.

    


    Section
      14. Non-Binding
      Alternate Dispute Resolution.
      Except
      for actions brought by Silverleaf pursuant to Section 9 hereof:

    


    (a) Agreement
      to Utilize:
      The
      parties shall attempt to settle any claim or controversy arising from this
      Agreement through consultation and negotiation in good faith and a spirit of
      mutual cooperation prior to the commencement of any legal action. If such
      attempts fail, then the dispute shall be mediated by a mutually-accepted
      mediator to be chosen by the parties within forty-five (45) days after written
      notice demanding mediation is sent by one party to the other party. Neither
      party may unreasonably withhold consent to the selection of a mediator, and
      the
      parties shall share the costs of the mediation equally. By mutual written
      agreement, however, the parties may postpone mediation until they have completed
      some specified but limited discovery regarding the dispute. The parties may
      also
      agree to replace mediation with any other form of alternate dispute resolution
      ("ADR") available in Texas, such as a mini-trial or arbitration.

    


    (b) Failure
      to Resolve:
      Any
      dispute which the Parties cannot resolve through negotiation, mediation or
      any
      other form of ADR, within six (6) months of the date of the initial demand
      for
      mediation, may then be submitted to the appropriate court for resolution. The
      use of negotiation, mediation, or any other form of ADR procedures will not
      be
      construed under the doctrines of laches, waiver or estoppel to affect adversely
      the rights of either party. 

    


    Section
      15. Waiver.
      Silverleaf's failure at any time to require performance by Employee of any
      of
      the provisions hereof shall not be deemed to be a waiver of any kind nor in
      any
      way affect the rights of Silverleaf thereafter to enforce the provisions hereof.
      In the event that either party to this Agreement waives any provision of this
      Agreement or any rights concerning any breach or default of the other party
      hereto, such waiver shall not constitute a continuing waiver of any such
      provision or breach or default of the other party hereto.

    


    Section
      16. Successors,
      Assignability.

    


    (a) Silverleaf
      Successors:
      The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      Silverleaf, its successors, assigns and other affiliated entities, including,
      but not limited to, any corporation or other entity which may acquire all or
      substantially all of Silverleaf's assets or with or into which Silverleaf may
      be
      consolidated, merged or reorganized. Upon any such merger, consolidation or
      reorganization, the term "Silverleaf" as used herein shall be deemed to refer
      to
      any such successor.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (b) No
      Assignment by Employee:
      The
      parties hereto agree that Employee's services hereunder are personal and unique,
      and that Silverleaf is executing this Agreement in reliance thereon. This
      Agreement shall not be assignable by Employee.

    


    Section
      17. Severability.
      If one
      or more of the provisions contained in this Agreement shall for any reason
      be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision of this
      Agreement, but shall be deemed stricken and severed from this Agreement and
      the
      remaining terms of this Agreement shall continue in full force and
      effect.

    


    Section
      18. Governing
      Law and Venue.
      This
      Agreement shall be deemed to have been made and entered into in the State of
      Texas and its validity, construction, breach, performance and operation shall
      be
      governed by the laws of that state. The obligations hereunder of Silverleaf
      shall be performable in Dallas County, Texas, and venue for any suit involving
      this Agreement shall lie exclusively in Dallas County, Texas.

    


    Section
      19. Entire
      Understanding.
      This
      Agreement sets forth the entire understanding between the parties with respect
      to the employment of Employee, and no other representations, warranties or
      agreements whatsoever have been made by Silverleaf to Employee. Further, this
      Agreement may not be modified or amended except by another instrument in writing
      executed by both of the parties.

    


    Section
      20. Notices.
      All
      notices and communications under this Agreement shall be sent to the parties
      at
      the following addresses or such other addresses that the parties may
      subsequently designate in writing.

    


    
      	
            	(a)	
              Silverleaf:

            


    

    


    Silverleaf
      Resorts, Inc.

    Attention:
      Robert E. Mead, Chief Executive Officer

    1221
      River Bend, Suite 120

    Dallas,
      Texas 75247

    


    
      	
            	(b)	
              Employee:

            


    

    


    Joe
      W.
      Conner

    751
      Pelican Lane

    Coppell,
      TX 75019

     

    Section
      21. Section
      Headings.
      Section
      and paragraph headings are inserted herein only for convenience and shall not
      be
      used to interpret any of the provisions hereof.

    


    Section
      22. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one and the same
      original.

    


    
      
        
        

      

      
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    Section
      23. Effective
      Date.
      This
      Agreement is executed on the date set forth below, but shall be effective as
      of
      January 1, 2007 (the "Effective Date").

    


     

    
      	
              Dates
                of Execution:

            	
              "SILVERLEAF"

            
	 	
              SILVERLEAF
                RESORTS, INC.

            
	 	 
	
              March
                8, 2007

            	
              By: 
                /S/ ROBERT E.
                MEAD                                                 
                

            
	 	
              ROBERT
                E. MEAD, Chief Executive Officer

            
	 	 
	 	 
	 	
              "EMPLOYEE"

            
	 	 
	
              March
                7, 2007

            	
              /S/
                JOE W.
                CONNER                                                              
                

            
	 	
              JOE
                W. CONNER

            


    

     

     

    
      
        
        

      

      
        10