ex10_66.htm


    
      

    

    Ex.
10.66

    


    THIRD
AMENDMENT TO CONTRACT OF SALE

    


    


    THIS THIRD AMENDMENT TO CONTRACT OF
SALE (“Third Amendment”) is dated effective this 15th day of March, 2007 and is
executed by and between THE SUMMIT AT WINTER PARK LAND CO., LLC (“Seller”) and
SILVERLEAF RESORTS, INC. (“Purchaser”).

    


    


    W
I T N E S S E T H:

    


    WHEREAS, Seller and Purchaser have
entered into that certain Contract of Sale with effective date of May 1, 2006
relating to Tracts D, E, F, and G, The Summit at Winter Park Ranch, Grand
County, Colorado, which Contract was subsequently amended pursuant to (i) that
certain Amendment to Contract of Sale dated June 26, 2006, and executed by and
between Seller and Purchaser and (ii) that certain Second Amendment to Contract
of Sale dated February, 2007, and executed by and between Seller and Purchaser
(hereinafter the “Contract”); and

    


    WHEREAS, Seller and Purchaser have
agreed to modify the Contract as set forth hereinbelow;

    


    NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Seller and Purchaser, Seller and Purchaser hereby agree as
follows:

    


    1.           Notwithstanding
anything to the contrary contained in the Contract, Seller and Purchaser hereby
agree that the second non-refundable extension fee in the amount of $100,000.00
which is payable by Purchaser to Seller in order to obtain a second thirty (30)
day extension of the deadline for the closing of the Contract, i.e. for the
purpose of extending the deadline for the closing of the Contract from March 28,
2007 to April 27, 2007, shall be applied in
partial satisfaction of the purchase price payable under the
Contract.

     

    2.           Except
as amended and modified herein, the Contract continues in full force and
effect.  Unless otherwise defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Contract.

    


    3.           The
parties may execute this Amendment in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one and the same instrument.

    


    IN
WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the day
and year first above written.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	 
      	
              SELLER:

            
	 
      	 
      	 
      	 
      
	 
      	
              SUMMIT
      AT WINTER PARK LAND CO., LLC,

            
	 
      	
               Colorado
      limited liability company

            
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              Developing
      Equities Group, LLC,

            
	 
      	 
      	
              Operating
      Manager

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /S/ JEFFREY L.
KIRKENDALL

            
	 
      	 
      	
              Name:

            	
              Jeffrey L. Kirkendall

            
	 
      	 
      	
              Its:

            	
              Manager

            
	 
      	 
      	 
      	 
      
	 
      	
              PURCHASER:

            
	 
      	 
      	 
      	 
      
	 
      	
              SILVERLEAF
      RESORTS, INC.,

            
	 
      	
              a
      Texas corporation

            
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /S/ ROBERT E. MEAD

            
	 
      	
              Name:

            	
              Robert E. Mead

            
	 
      	
              Its:

            	
              CEO

            


    

     

     

    2