<PAGE>

                                                                        Ex. 10.3

                                CONTRACT OF SALE

      This Agreement is entered into by and between FO SKI RESORTS, LLC
("FOSR"), a Massachusetts limited liability company and BRODIE MOUNTAIN RESORTS,
INC. (BMR"), a Massachusetts business corporation (FOSR and BMR are herein
referred to collectively as "Seller"), and SILVERLEAF RESORTS, INC., a Texas
corporation ("Purchaser").

                             W I T N E S S E T H :

      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 all of Seller's right,
title and interest in and to that certain tract of land containing approximately
500 acres, more or less, located on Route 7 in New Ashford, Berkshire County,
Massachusetts, and being more particularly described in Exhibit "A" attached
hereto and made a part hereof for all purposes, together with all right, title
and interest of Seller in and to any all strips or gores, roads, easements,
streets, and ways bounding said property, and all rights of ingress and egress
thereto (the foregoing property is herein referred to as the "Real Property").

      The conveyance by Seller to Purchaser shall also include all buildings and
other

<PAGE>

improvements on the Real Property owned by Seller including specifically,
without limitation, the buildings listed in Exhibit "B" and made a part hereof
for all purposes (the foregoing property is herein referred to collectively as
the "Improvements"). The conveyance by Seller to Purchaser shall also include
all fixtures and personal property, tangible and intangible, of any kind
whatsoever owned by Seller and used in connection with the operation of the Real
Property and the Improvements including, but not limited to, the items of
personal property listed in Exhibit "C" attached hereto and made a part hereof
for all purposes (the "Personal Property").

      Hereinafter all property being conveyed to Purchaser by Seller pursuant to
this Contract including the Real Property, the Improvements, and the Personal
Property are sometimes 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 Two Million Six Hundred Thousand and No/100 Dollars
($2,600,000.00). The purchase price shall be allocated between FOSR and BMR as
they shall determine. The purchase price shall be paid all in cash at the
closing. In addition to the purchase price, Purchaser shall pay:

      a.    to Seller an amount equivalent to one-third (1/3) of the Public
      Works Economic Development grant in the event that Seller, and/or its
      agents, is successful in obtaining the funding from that grant from the
      Commonwealth of Massachusetts for the construction of a public road to
      access portions of the Subject Property, and the terms and conditions of
      said grant are acceptable to Purchaser in its sole discretion; and

      b.    to each of Brian H. Fairbank and Joseph O'Donnell (collectively,
      "Consultants"), the sum of $25,000.00 (for an aggregate of $50,000.00) as
      consulting fees ("Consulting Fees") in payment of Consultants' services in
      obtaining site plan approval from the New Ashford Planning Board for
      Purchaser's intended project for the Subject Property.

                                      -2-
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                                   ARTICLE III

                                  EARNEST MONEY

      Within two (2) business days after final execution of this Contract by all
parties hereto, Purchaser shall deliver Purchaser's check in the amount of One
Hundred Thousand and No/100 Dollars ($100,000.00) to Safeco Texas, 17000 Preston
Road, Suite 140, Dallas, Texas 75248, Attn: Lois McGrew (the "Title Company").
The Title Company shall immediately cash the earnest money check and deposit the
proceeds thereof in an interest bearing account, the earnings from which shall
accrue to the benefit of Purchaser (hereinafter the proceeds of the earnest
money check shall be referred to as the "earnest money"). If Purchaser does not
terminate this Contract during the Inspection Period (as defined in Article 6
hereinbelow) then the Title Company shall immediately disburse the $100,000.00
earnest money deposit to Seller; upon such disbursement the $100,000.00 earnest
money deposit shall be non-refundable to the Purchaser except in the event of
default by Seller hereunder, but, if this Contract closes, then the $100,000.00
earnest money deposit shall be applied in partial satisfaction of the purchase
price.

      In the event that this Contract is closed, then all earnest money shall be
applied in partial satisfaction of the purchase price. In the event that this
Contract is not closed, 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.

                                      -3-
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                                   ARTICLE IV

                        PRE-CLOSING OBLIGATIONS OF SELLER

      Seller shall furnish to Purchaser each of the following (collectively, the
"Due Diligence Items"):

                  a.    Within sixty (60) days from the date of execution of
            this Contract (provided that additional time to complete same may be
            utilized if necessary, but in no event shall said additional time
            exceed 90 days from the date of execution of this Contract), an
            updated survey of the Subject Property dated subsequent to the date
            of execution of this Contract and prepared by a licensed
            professional engineer or surveyor acceptable to Purchaser, which
            Survey shall: (a) include a metes and bounds legal description of
            the Land; (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; (d) state whether the Subject
            Property (or any portion thereof) lies within a flood zone, or flood
            prone area or is designated as "wetlands," and identify the exact
            number of square feet, if any, that lies within a flood zone or
            flood prone area or is designated as "wetlands"; and (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, that the
            Subject Property does not lie within any flood zone or flood prone
            area, except as indicated thereon, and that the Subject Property has
            access to public streets as indicated thereon. 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. Seller and
            Purchaser mutually agree that Seller shall bear the portion of the
            survey cost that pertains solely to the survey of the metes and
            bounds of the Subject Property, and that Purchaser shall bear the
            balance of the survey cost;

                  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; and

                  c.    All information of any kind whatsoever in the possession
            of Seller concerning possible development of the Subject Property
            including, but not limited to, any and all plans for the development
            of the Subject Property, any engineering studies of the Subject
            Property, and information relating to obtaining the approval of
            local governing bodies for the development of the Subject Property,
            any information as to

                                      -4-
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            when construction on the Subject Property may commence, any
            information regarding present or future zoning of the Subject
            Property, and any information concerning the availability of
            utilities.

                                    ARTICLE V

                             TITLE INSPECTION PERIOD

      Purchaser shall have a period of time commencing on the date of execution
of this Contract and expiring on the date of expiration of the Inspection Period
(as defined hereinbelow) within which to review and approve the status of
Seller's title to the Subject Property (the "Title Review Period"). If the
information to be provided pursuant to subparagraphs (a) and (b) of Article IV
reflect 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

                                      -5-
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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 further understood and agreed that any Title Defects which
have been objected to by Purchaser and which are subsequently waived by
Purchaser 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 one hundred twenty (120) days thereafter (the "Inspection
Period"). Along with its right to conduct the aforementioned studies, Purchaser
shall also have the obligation to have performed and completed a study of the
hydrogeology of the Subject Property ("Hydrogeology Study") during the
Inspection Period. 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 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,

                                      -6-
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all earnest money (less $100.00) shall be immediately returned to Purchaser by
the Title Company, Purchaser shall submit the completed Hydrogeology Study to
Seller for Seller's purposes, and thereafter neither Seller nor Purchaser shall
have any continuing obligations one unto the other.

                                   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 (other than the Permitted Exceptions)
without promptly discharging the same prior to closing.

      Seller hereby further represents and warrants to Purchaser, to the best of
Seller's knowledge, as follows:

            a.    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; and

                                      -7-
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            c.    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.

It is understood and agreed and the representations and warranties of Seller 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 for 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 material adverse 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; and

            e.    Purchaser obtaining, at its sole cost and expense, an ALTA
      Owner Policy of Title Insurance (the "Title Policy") insuring Purchaser in
      the amount of the purchase price that Purchaser has acquired good and
      marketable title to the Subject Property,

                                      -8-
<PAGE>

      subject only to the Permitted Exceptions. Purchaser shall be entitled to
      request the Title Company to provide at Purchaser's sole cost and expense,
      such endorsements (or amendments) to the Title Policy as Purchaser may
      reasonably require so long as such endorsements or amendments do not
      impose additional liability on Seller nor delay the closing.

      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, the earnest money deposit (less $100.00) shall be returned
to Purchaser by the Title Company and thereafter neither Seller nor Purchaser
shall have any continuing obligations one unto the other.

                                   ARTICLE IX

                                     CLOSING

      The closing hereunder shall take place at the offices of the Seller in
Hancock, Massachusetts. The closing shall occur on or before ninety (90) 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
a ninety (90) day extension of the deadline for closing hereunder by delivering
to Seller an additional Fifty Thousand Dollars ($50,000) in earnest money. If
Purchaser exercises this right, then the deadline for closing of this Contract
shall be extended by ninety (90) days; the additional $50,000 earnest money
deposit that must be made by Purchaser in order to extend the deadline for
closing of this Contract by ninety (90) days shall be non-refundable to
Purchaser except in the event of a default by Seller hereunder, but, if this
Contract closes, shall be applied in partial satisfaction of the purchase price
payable hereunder. Upon the expiration of the first ninety (90) day extension,
Purchaser shall have the right to obtain two (2) additional ninety (90) day
extensions of the deadline for closing by delivering directly to Seller, prior
to the then scheduled closing deadline, an additional Fifty Thousand Dollars
($50,000) in non-refundable earnest money for each 90 day extension. If
Purchaser exercises this right, then the then current

                                      -9-
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deadline for closing of this Contract shall be extended by ninety (90) days; the
applicable additional $50,000 in earnest money which is paid by Purchaser in
order to extend the deadline for closing of this Contract shall be
non-refundable to Purchaser except in the event of a default by Seller
hereunder, but if this Contract closes, then such additional earnest money shall
be applied in partial satisfaction of the purchase price payable hereunder.
Notwithstanding the foregoing within this Article IX, in no event shall the
deadline for the closing of this Contract be extended beyond 15 months from the
date of execution of this Contract.

                                    ARTICLE X

                         SELLER'S OBLIGATIONS AT CLOSING

      At the closing, Seller shall do the following:

            a.    Deliver to Purchaser a 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 marketable 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. The
      deed shall contain a restriction prohibiting the Purchaser, its successors
      or assigns, from owning and/or permitting the operation on the Subject
      Property of a public commercial skiing facility; such restriction shall
      permit the Purchaser, its successors or assigns, to own and/or operate a
      private skiing facility on the Subject Property for the sole use of
      Purchaser's timeshare members.

            b.    Deliver a bill of sale and blanket assignment in form
      reasonably acceptable to Purchaser, duly executed and acknowledged by
      Seller, conveying and/or assigning to Purchaser the Personal Property.

            c.    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.

            d.    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.

                                      -10-
<PAGE>

            e.    Deliver a written agreement in form reasonably acceptable to
      Purchaser, in which Seller agrees to make available to Purchaser's
      timeshare members, for a period which shall expire on April 30, 2007, a
      discount on ski lift tickets at Seller's Jiminy Peak Mountain Resort, such
      discount to be in the amount of either 20% or the same discount that is
      being provided by Seller to timeshare members at the resorts being
      operated by Patriot Resorts, whichever is greater.

            f.    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 in cash (a) the purchase price to
Seller, and (b) the Consulting Fees to the Consultants.

                                   ARTICLE XII

                              COSTS AND ADJUSTMENTS

      At closing, the following items shall be adjusted or prorated between
Seller and Purchaser:

            a.    Any real estate transfer taxes or sales taxes payable in
      connection with the sale of the Subject Property shall be paid in full by
      Seller.

            b.    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 taxes
      actually assessed for the current calendar year or, if for any reason such
      taxes for the Subject Property have not been actually assessed, such
      proration shall be based upon the amount of such taxes for the immediately
      preceding calendar year, and adjusted by cash settlement when exact
      amounts are available.

            c.    All other closing costs, including but not limited to,
      recording and escrow fees shall be divided equally between Seller and
      Purchaser; provided, however, that Seller and Purchaser shall each be
      responsible for the fees and expenses of their respective attorneys.

                                      -11-
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      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 with prior notice to Seller 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.

                                      -12-
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                                   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. The
rights of any third party to occupy all or any part of the Real Property or
Improvements shall have been terminated prior to closing so that possession of
the Subject Property shall be delivered to Purchaser at closing free of any such
occupancy rights.

                                   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:                  FO Ski Resorts, LLC
                         37 Corey Road
                         Hancock, Massachusetts 01237
                         Attn:   Brian Fairbank
                         Telephone No.: (413) 738-5500 Ext 414
                         Facsimile No.: (413) 738-5411

With Required Copy to:   Grinnell, Dubendorf & Smith, LLP
                         One Bank Street, P. O. Box 576

                                      -13-
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                         Williamstown, Massachusetts 01267
                         Attn:  J. Adam Filson, Esq.
                         Telephone No.: (413) 458-9601
                         Facsimile No.: (413) 458-9435

Purchaser:               Silverleaf Resorts, Inc.
                         1221 River Bend Drive
                         Suite 120
                         Dallas, Texas 75247
                         Attn:   Robert E. Mead
                         Telephone No.: (214) 631-1166
                         Facsimile No.: (214) 905-0514

With Required Copy to:   Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
                         901 Main Street, Suite 3700
                         Dallas, Texas 75202
                         Attn:   George R. Bedell, Esq.
                         Telephone No.: (214) 749-2448
                         Facsimile No.: (214) 747-3732

                                   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 by the Title Company
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) to sue Seller for specific performance or sue Seller for damages (with
such damages being limited to the amount of the purchase price to be paid to
Seller). The exercise of any of the foregoing remedies of Purchaser shall not in
any manner be construed as a waiver of Purchaser's right to seek specific
performance or to sue for damages, and in the event of default by Seller
hereunder, Purchaser shall be entitled to enforce specific performance hereunder
or sue Seller for damages (with such damages being limited to the amount of the
purchase price to be paid to Seller).

                                      -14-
<PAGE>

      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 have the right to nominate who shall take title and
who shall succeed to Purchaser's duties and obligations hereunder, or assign
this Contract to any person, firm, corporation, or other entity which Purchaser
may, at Purchaser's sole option, choose, and from and after such nomination or
assignment, wherever in this Contract reference is made to Purchaser such
reference shall mean the nominee or assignee who shall succeed to all the
rights, duties, and obligations of Purchaser hereunder. The appointment of any
nominee hereunder shall not relieve Purchaser of any of its obligations
hereunder.

                                  ARTICLE XVIII

                        INTERPRETATION AND APPLICABLE LAW

      This Agreement shall be construed and interpreted in accordance with the
laws of the Commonwealth of Massachusetts. Where required for proper
interpretation, words in the

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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.

                                   ARTICLE 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.

                                      -16-
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                                  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.

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                                   ARTICLE XXV

                                   ACCEPTANCE

      Seller shall have until 5:00 o'clock p.m., January 3, 2003, to execute and
return a fully executed original of this Contract to Purchaser, otherwise this
Contract shall become null and void. Time is of the essence of this Contract.
The date of execution of this Contract by Seller 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 Commonwealth of Massachusetts, 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
Commonwealth of Massachusetts.

                                  ARTICLE XXVI

                             REAL ESTATE COMMISSION

      Seller represents and warrants to Purchaser that Seller has not contacted
or entered into any agreement with any real estate broker, agent, finder, or any
other party in connection with this transaction, and that Seller has not taken
any action which would result in any real estate broker's, finder's, or other
fees or commissions being due and payable to any other 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
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 real estate broker's, finder's, or other fees or commissions being due or
payable to any other 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

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this Article XXVI shall survive the closing.

      EXECUTED on this the 24th day of December, 2002.

                                SELLER:

                                FO SKI RESORTS, LLC, a Massachusetts limited
                                liability company

                                By: /S/ BRIAN H. FAIRBANK
                                    -------------------------------------------
                                    Brian H. Fairbank, Manager

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<PAGE>

                                BRODIE MOUNTAIN SKI RESORTS, INC., a
                                Massachusetts business corporation

                                By: /S/ BRIAN H. FAIRBANK
                                    -------------------------------------------
                                    Brian H. Fairbank, Manager

      EXECUTED on this the 2ND day of January, 2003

                                PURCHASER:

                                SILVERLEAF RESORTS, INC., a Texas corporation

                                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:

SAFECO TEXAS

By: /S/ LOIS A. MCGREW
    --------------------------
Name: Lois A. McGrew
Its: Escrow Officer




List of Exhibits attached to Agreement and not filed herewith:

Exhibit A - Description of Property

Exhibit B - Improvements Conveyed

Exhibit C - Personal Property Conveyed





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