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                                                                    Exhibit 10.3

                      SECOND AMENDMENT TO CONTRACT OF SALE

         This Second Amendment to Contract of Sale is made and entered into as
of the 23rd day of December, 2002, by and between SILVERLEAF RESORTS, INC., a
Texas corporation ("Seller"), and FAIRFIELD RESORTS, INC. ("Purchaser").

                               W I T N E S S E T H

         WHEREAS, on August 17, 2002, Seller and Purchaser entered into that
certain Contract of Sale (the "Contract") pursuant to which Seller agreed to
sell and Purchaser agreed to purchase that certain tract of land located at the
southeast corner of Koval Lane and Harmon Avenue in Las Vegas, Clark County,
Nevada, commonly known as 4570 Koval Lane (the "Property"); and

         WHEREAS, Seller and Purchaser amended the Contract effective as of
November 27, 2002 (the "First Amendment"), in order to add a condition precedent
to Purchaser's obligation to close under the Contract;

         WHEREAS, on December 14, 2002, Purchaser exercised Purchaser's right to
cancel the Contract; and

         WHEREAS, Seller and Purchaser desire to reinstate the Contract, as
amended by the First Amendment, and to modify the terms and conditions thereof
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.       Seller and Purchaser hereby agree that the Contract, as
amended by the First Amendment, is reinstated and, except as modified in this
Second Amendment, the terms and conditions of the Contract shall be and remain
in full force and effect.

         2.       Notwithstanding anything to the contrary contained in the
Contract, Seller and Purchaser hereby agree that the closing of the Contract
shall occur on or before January 6, 2003.

         3.       Within three (3) business days after execution of this Second
Amendment, Purchaser shall deliver an additional $100,000.00 in earnest money to
the Title Company (as defined and described in Article III of the Contract). The
Title Company shall thereupon immediately disburse Purchaser's entire earnest
money deposit in the amount of $200,000.00 to Seller. Upon such disbursement,
the entire earnest money deposit shall be non-refundable to the Purchaser except
in the event of a default by Seller under the Contract, but, if the Contract
closes, then the entire earnest money deposit shall be applied in partial
satisfaction of the purchase price.

         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.

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

                                     SELLER:

                                     SILVERLEAF RESORTS, INC., a Texas
                                     corporation

                                     By:   /S/ ROBERT E. MEAD
                                          --------------------------------------
                                     Name: Robert E. Mead
                                     Its:  Chief Executive Officer

                                     PURCHASER:

                                     FAIRFIELD RESORTS, INC.

                                     By:   /S/ ROBERT S. GLINKA
                                          --------------------------------------
                                     Name: Robert S. Glinka
                                     Its:  Executive Vice President

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