CONTRACT
      OF SALE

    


    This
      Contract is entered into by and between JOE WANG, TRUSTEE ("Seller"), and
      SILVERLEAF RESORTS, INC., a Texas corporation ("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 those certain tracts or parcels
      of land situated in Davenport, Polk County, Florida, said tracts containing
      approximately 30.31 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").

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II

    PURCHASE
      PRICE

    


    The
      purchase price to be paid by Purchaser to Seller for the Subject Property shall
      be the sum of Four Million and No/100 Dollars ($4,000,000.00). The purchase
      price shall be payable in the following manner. 

     

    A.           
      $1,000,000.00
      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
      and  delivery
      at the closing of a promissory note (the “Note”) payable to Seller in
      the original
      principal amount of $3,000,000.00. The Note shall provide and be secured
      as follows:
      

    


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

              


      

      
        	 	 	 


      

      
        	 	
                (ii)

              	
                The
                  Note shall be payable over a period of three (3) years in twelve
                  successive quarterly installments, the first of such installments
                  to be
                  due and payable on the first (1st)
                  day of the fourth (4th)
                  month following the month in which the Note is executed, and a
                  like
                  installment to be due and payable on the first (1st)
                  day of every third (3rd) month thereafter until the Note is paid
                  in full;
                  the first eleven (11) of such installments shall each be in the
                  amount of
                  $250,000.00 of principal plus all then accrued but unpaid interest
                  on the
                  outstanding principal balance of the Note; the twelve (12th)
                  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 it 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 Mortgage (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 Mortgage, 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 Mortgage;

            


    

    


    
      	 	
              (v)

            	
              The
                Note shall be secured by a first Mortgage (the “Mortgage”) to be executed
                in Seller’s favor at the closing; both the Note and the Mortgage 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;
                

            


    

    


    
      	 	
              (vi)

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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    EARNEST
      MONEY

    


    Within
      two (2) business days after final execution of this Contract by all parties
      hereto, Purchaser shall deliver to First American Title Insurance Company (the
      "Escrow Agent" or the "Title Company"), whose address is 2101 Park Center Drive,
      Suite 190, Orlando, Florida 32835, to the attention of Mitchell S. Corriveau,
      Vice President, a check payable to the order of the Agent 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 or fails to acquire the
      Property through no fault of Seller, all interest accruing on the Earnest Money
      shall accrue to the benefit of Seller.

     

    If
      Purchaser does not terminate this Contract during the Inspection Period (as
      defined in Article VI hereinbelow) then, within two (2) business days after
      the
      expiration of the Inspection Period, the Title Company shall immediately
      disburse the entire $50,000.00 earnest money deposit to Seller; upon such
      disbursement the $50,000.00 earnest money deposit shall be non-refundable to
      the
      Purchaser except in the event of a default by Seller hereunder, but, if this
      Contract closes, then the entire $50,000.00 earnest money deposit shall be
      applied in partial satisfaction of the purchase price payable at
      closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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
      One Hundred Dollars ($100.00) 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.

    


    ARTICLE
      IV

    PRE-CLOSING
      OBLIGATIONS OF SELLER

    


    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
      as-built 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;

    


    It
      is
      understood and agreed that there are currently two (2) outdoor billboard signs
      located on the Subject Property, one pursuant to a Renewal Lease between Seller
      and Lamar Company dated September 3, 2002, and a second pursuant to a lease
      between Seller and Whiteo Outdoor Advertising (the rights of Whiteo Outdoor
      Advertising having been subsequently signed to Lamar Company) dated August
      28,
      1998. In addition, there is an outstanding notice of violation and notice of
      hearing for billboards located on the Subject Property issued by Polk County,
      Florida. Upon execution of this Contract, Seller shall promptly furnish copies
      of the foregoing leases and notices to Purchaser. At closing, Seller shall
      deliver an assignment and assumption agreement to Purchaser assigning all of
      Seller’s interest in and to the foregoing leases, and Purchaser shall assume all
      rights and obligations of the lessor under said leases from and after the date
      of closing.  

    


    ARTICLE
      V

    TITLE
      INSPECTION PERIOD

    


    Purchaser
      shall have a period of thirty (30) 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 its 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 thirty
      (30)
      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." It
      is
      understood and agreed that the Subject Property will be conveyed to Purchaser
      subject to the billboard sign leases and the notice of violation and notice
      of
      hearing for billboards which currently affect the Subject Property and that
      such
      leases and notices shall be Permitted Exceptions. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 shall furnish
      Seller with copies of any and all inspection reports obtained by Purchaser
      free
      of charge. 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, and thereafter neither Seller nor Purchaser shall have any continuing
      obligations one unto the other. Upon any such cancellation of this Contract
      by
      Purchaser, then the Purchaser shall provide the Title Company with verification
      that all inspection costs and expenses have been paid by Purchaser, and
      thereupon the Title Company shall return all earnest money (less $100.00) to
      Purchaser. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

     

    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. 
Except
      for the notice of violation and notice of hearing for billboards described
      in
      Article IV hereinabove, 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. 
Except
      for the notice of violation and notice of hearing for billboards described
      in
      Article IV hereinabove, 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.

    


    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,
      and thereafter neither Seller nor Purchaser shall have any continuing
      obligations one unto the other. Upon any such cancellation of this Contract
      by
      Purchaser, then the Purchaser shall provide the Title Company with verification
      that all inspection costs and expenses have been paid by Purchaser, and
      thereupon the Title Company shall return all earnest money (less $100.00) to
      Purchaser.

    


    ARTICLE
      IX

    CLOSING

    


    The
      closing hereunder shall take place at the offices of the Title Company. The
      closing shall occur on or before thirty (30) 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 closing
      hereunder, then Purchaser shall have the right to obtain a second ninety (90)
      day extension of the deadline for closing hereunder by delivering to Seller
      a
      second non-refundable extension fee in the amount of $100,000.00 ("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 closing hereunder shall be extended by an additional ninety (90)
      days. The Second Extension Fee shall be non-refundable to Purchaser and, if
      this
      Contract closes, shall not be applied in partial satisfaction of the purchase
      price payable hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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. 
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.

    


    c. 
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.

    


    d. 
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; 

    (C) 
The
      Mortgage duly executed and acknowledged by Purchaser and in a form ready
      for
      recording; 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (D) 
Purchaser
      shall require the Title Company to furnish to Purchaser 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 Florida, 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. All
      costs
      related to title insurance including the costs of title searches, title
      examinations, title commitments, title binders, and title policy premiums shall
      be the responsibility of Purchaser; and 

    


    (E) 
A
      Mortgagee Policy of Title Insurance issued by the Title Company on the standard
      form in use in the State of Florida insuring Seller that the lien created by
      the
      Mortgage is a good and valid first lien on the Subject Property in favor of
      Seller.

    


    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. 
Purchaser
      will pay taxes and recording fees on notes, mortgages and financing statements
      and recording fees for the deed. Seller will pay taxes on the deed and recording
      fees for documents needed to cure title defects. Except as specifically set
      forth above, any other charges or fees shall be paid as normal and customary
      in
      Polk County, Florida.

    


    c. 
Seller
      and Purchaser will 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. 

    


    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. Purchaser further agrees that upon completion of any
      such inspections or tests, the Subject Property will be restored to its former
      condition by Purchaser. The obligations of Purchaser to indemnify Seller for
      any
      and all losses, damages, costs, or expenses due to Purchaser’s inspections and
      tests and to restore the Subject Property to its former condition set forth
      in
      this Article XIII shall survive the termination or cancellation of this
      Contract.

    


    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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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: 	
              Joe
                Wang, Trustee

              620
                E. Colonial Dr.

              Orlando,
                Florida 32803

              Telephone
                No.: (407) 354-3318

              Fax
                No. : (407) 354-3319

              Email:
                JoeWCino@gmail.com

            
	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	With required copy
                to:	
                Chun-te Wu, Esq.

                
                  Law
                    Offices of Miller & Wu, P.L.

                  802
                    E. Colonial Drive

                  Orlando,
                    FL 32803

                  Telephone
                    No.: (407) 244-0088

                  Fax
                    No.: (407) 244-0099

                  Email:
                    loctwu@bellsouth.net

                

              
	 	 	 
	 	Purchaser:	
                Silverleaf
                  Resorts, Inc.

                1221
                  River Bend Dr.

                Suite
                  120

                Dallas,
                  Texas 75247

                Attn:
                  Robert E. Mead

                Telephone:
                  (214) 631-1166

                Fax:
                  (214) 905-0514 

                Email:
                  rmead@silverleafresorts.com

              
	 	 	 
	 	With required copy
                to:	
                George
                  R. Bedell, Esq. 

                Meadows,
                  Owens, Collier, Reed, 

                Cousins
                  & Blau, L.L.P.

                901
                  Main St., Suite 3700

                Dallas,
                  Texas 75202

                Telephone
                  No.: (214) 749-2448

                Facsimile
                  No.: (214) 744-3700

              


      

    

     

    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
      $100.00) 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 not assign Purchaser’s rights under this Contract without first obtaining
      Seller’s prior written approval, which approval shall not be unreasonably
      withheld or delayed. In the event of any assignment hereunder, Purchaser will
      nevertheless remain liable for the performance of all of Purchaser’s duties and
      obligations hereunder.

    


    XVIII

    INTERPRETATION
      AND APPLICABLE LAW

    


    This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of Florida. 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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

    


    Buyer/Purchaser
      shall have until 5:00 o'clock p.m., July 10, 2005, to execute and return a
      fully
      executed original of this Contract to Seller, otherwise this Contract shall
      become null and void. Time is of the essence of this Contract. The date of
      execution of this Contract by Buyer/Purchaser 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 Florida, 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 Florida.
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XXVI

    ESCROW

    


    The
      Escrow Agent receiving funds is authorized and agrees by acceptance of them
      to
      deposit them promptly, hold same in escrow and, subject to clearance, disburse
      them in accordance with the terms and conditions of this Contract. Failure
      of
      clearance of funds shall not excuse Purchaser's performance. If in doubt as
      to
      Escrow Agent's duties or liabilities under the provisions of this Contract,
      Escrow Agent may, at Escrow Agent's option, continue to hold the subject matter
      of the escrow until the parties mutually agree to its disbursement, or until
      the
      judgment of a court of competent jurisdiction shall determine the rights of
      the
      parties or Escrow Agent may deposit the subject matter of this escrow with
      the
      Clerk of the Circuit Court having jurisdiction over the dispute. Upon notifying
      all parties concerned of such action, all liability on the part of Escrow Agent
      shall fully terminate, except to the extent of accounting for any items
      previously delivered out of escrow. Any suit between Purchaser and Seller where
      Escrow Agent is made a party because of acting as Escrow Agent hereunder, or
      in
      any suit wherein Escrow Agent interpleads the subject matter of the escrow,
      Escrow Agent shall recover reasonable attorney's fees and costs incurred with
      the fees and costs charged and assessed as Court costs in favor of the
      prevailing parties. The parties agree that the Escrow Agent shall not be liable
      to any party or person for misdelivery to Purchaser or Seller of items subject
      to this escrow, unless such misdelivery is due to the willful breach of this
      Contract by Escrow Agent.

    


    ARTICLE
      XXVII

    REAL
      ESTATE COMMISSION

    


    In
      the
      event that this Contract closes, but not otherwise, Seller agrees to pay at
      closing a real estate commission in the amount of six percent (6%) of the
      purchase price payable hereunder, such commission to be paid to Cino
      International, Inc., a Florida corporation. 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,
      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, 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 XXVII shall survive the closing. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXECUTED
      on this the 5th day of July, 2005.

    


    


                                                                                        
                
SELLER:

    


    


    


    /S/
      JOE WANG,
      TRUSTEE                                                    


    Joe
      Wang,
      Trustee

    


    


    


    EXECUTED
      on this the 23 day of June, 2005.

    


    


    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:

    


    FIRST
      AMERICAN TITLE INSURANCE COMPANY

    


    


    By: 
      /S/
      MITCHELL S. CORRIVEAU  

    Name: 
      Mitchell S.
      Vorriveau            
    

    Its: 
      VP                                                       

    


    


    Exhibits
      to Agreement not filed herewith:

    


    Exhibit
      A: Property Description

    Exhibit
      B: Surveyor's Certification