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                                                                        Ex. 10.2

                       FIRST AMENDMENT TO CONTRACT OF SALE

      This First Amendment to Contract of Sale is made and entered into as of
the 18th day of March, 2004, by and between COOK, INC., a Florida corporation
("Seller"), and SILVERLEAF RESORTS, INC., a Texas corporation ("Purchaser").

                               W I T N E S S E T H

      WHEREAS, on or about February 12, 2004, Seller and Purchaser entered into
that certain Contract of Sale pursuant to which Seller agreed to sell and
Purchaser agreed to purchase certain tracts of land containing approximately 5.3
acres, more or less, situated in Davenport, Polk County, Florida, being more
particularly described in the Contract (the "Property"); and

      WHEREAS, Seller and Purchaser desire to modify the terms and conditions of
the Contract pertaining to the manner of payment of the purchase price and the
Prior Indebtedness in certain respects;

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt,
accuracy and sufficiency of which is hereby acknowledged, Seller and Purchaser
hereby agree as follows:

      1. Article IV of the Contract is hereby amended by adding the following
provisions at the conclusion thereof:

      Notwithstanding the foregoing or anything to the contrary contained
herein, in the event that, at least five (5) business days prior to the closing
hereunder, Seller has not obtained the approval of the holder of the Prior
Indebtedness to the sale of the Subject Property to Purchaser subject to the
Prior Indebtedness and to the manner of payment of the Prior Indebtedness as set
forth in Article II hereinabove, then at closing Seller shall pay and discharge
the Prior Indebtedness in its entirety, all liens securing payment of the Prior
Indebtedness shall be released, and the Purchase Price for the Subject Property
in the amount of $6,000,000.00 shall be payable in the following manner:

            (a) One Million Five Hundred Thousand and No/100 Dollars
      ($1,500,000.00) shall be payable in cash at the closing; and

            (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 Four Million Five
      Hundred Thousand and No/100 Dollars ($4,500,000.00). The Note shall
      provide and be secured as follows:

                  (i) The Note shall bear interest at the rate of seven percent
            (7%) per annum;

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                  (ii) The principal balance of the Note shall be payable in
            thirty-six (36) successive monthly installments, the first of such
            installments to be due and payable thirty (30) days following the
            date of closing, and a like installment to be due and payable on the
            same day of each month thereafter, through and including the
            thirty-sixth (36th) month thereafter. The first thirty-five (35) of
            such principal installments shall each be in the amount of
            $50,000.00, and the thirty-sixth (36th) and final installment shall
            be in the amount of the then remaining unpaid principal balance of
            the Note. Each monthly installment of principal shall be accompanied
            by a payment of all then accrued but unpaid interest on the
            outstanding principal balance of the Note;

                  (iii) The Note shall provide that it may be prepaid at any
            time, in whole or in part, without premium or penalty, and that
            interest shall immediately cease to accrue on any part of the Note
            so prepaid; any partial prepayment shall be applied first to accrued
            interest and then to the next maturing installment of principal due
            on the Note;

                  (iv) Both the Note and the Mortgage, as defined below, shall
            provide that upon the occurrence of a monetary 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 same before exercising any of Seller's remedies
            thereunder, and that upon the occurrence of a non-monetary default
            thereunder, Seller must provide Purchaser with written notice
            thereof and permit Purchaser to have thirty (30) days from the date
            of the notice within which to cure the same before exercising any of
            Seller's remedies thereunder; and

                  (v) The Note shall be secured by a Mortgage and Security
            Agreement (the "Mortgage") covering the Subject Property to be
            executed by Purchaser and delivered at the time of closing;
            Purchaser shall be entitled to obtain releases of the timeshare
            units included as part of the Subject Property and of the remaining
            land, building and amenities comprising the Subject Property in the
            following sequence and manner. After closing, Purchaser shall be
            entitled to commence obtaining releases of the timeshare units in
            Buildings A and D from the first lien created by the Mortgage and
            held by the Seller for the purpose of securing payment of the Note.
            Each such release of a timeshare unit will also include a release of
            the furniture and fixtures contained therein. Seller shall not be
            required to grant any release when the initial cash down payment is
            made by Purchaser at the time of closing; thereafter, for every
            $125,000.00 of principal which is paid by Purchaser on the Note,
            Purchaser shall be entitled to obtain the release of one timeshare
            unit in either Building A or Building D on a cumulative basis
            regardless of whether a release is requested at the time Purchaser
            has become entitled to obtain any such release. Aside from granting
            releases of the timeshare units contained in Buildings A and D,
            Seller shall not be required to release any other portion of the
            Subject Property until such time as the remaining balance of the
            Note has been paid in full. In addition to granting releases as set
            forth hereinabove, at such time as Purchaser executes a timeshare
            declaration for the purpose of subjecting any portion of the Subject
            Property to a timeshare regime, Seller must join in the execution of
            such declaration for the purpose of

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            subordinating the liens which secure payment of the Note to the
            timeshare regime created thereby so that in the event of a
            foreclosure the rights of the purchasers of timeshare units will not
            be disturbed or impaired. Such subordination shall be in form and
            substance reasonably acceptable to Seller. At the time of filing of
            the timeshare declaration, if deemed necessary by Seller, Purchaser
            shall also execute and record an easement for the benefit of the
            future owners/occupants of the remainder of the Subject Property not
            included within the timeshare regime granting such owners/occupants
            the right to use the amenities included within the portion of the
            Subject Property comprising the timeshare regime provided that such
            owners/occupants pay a proportionate share of the costs of operating
            and maintaining such amenities.

                  (vi) In addition to the foregoing, the Note and Mortgage shall
            contain all terms and provisions customarily used in the State of
            Florida for transactions of this type.

      Except as specifically set forth above, all terms and conditions of the
Contract shall remain in full force and effect. All capitalized terms not
otherwise defined herein shall have the meaning given to such terms in the
Contract.

      IN WITNESS WHEREOF, the undersigned have executed this Amendment, as of
the date and year first above written.

                                  SELLER:

                                  COOK, INC., a Florida corporation

                                  By: /S/ DANIEL P. BOSS
                                      ----------------------------------------
                                  Name: Daniel P. Boss
                                  Its:  President

                                  PURCHASER:

                                  SILVERLEAF RESORTS, INC., a Texas corporation

                                  By: /S/ ROBERT E. MEAD
                                      -----------------------------------------
                                  Name: Robert E. Mead
                                  Its:  CEO

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