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                                                                    Exhibit 10.1

                                CONTRACT OF SALE

         This Agreement is entered into 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 :

         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 the following
described tracts or parcels of land, together with all and singular the rights
and appurtenances pertaining to such land including any right, title and
interest of Seller in and to adjacent strips or gores, streets, alleys, or
rights-of-way and all rights of ingress and egress thereto:

                  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, and being more particularly
         described on Exhibit "A" attached hereto and made a part hereof for all
         purposes.

Hereafter the aforesaid real property is referred to as the "Land."

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         The conveyance by Seller to Purchaser shall also include all buildings,
fixtures and other improvements on the Land (the "Improvements").

         Hereinafter all property being conveyed to Purchaser by Seller pursuant
to this Contract including the Land and the Improvements 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 Three Million One Hundred Fifty Thousand and No/100
Dollars ($3,150,000.00). The purchase price shall be payable all in cash at the
closing.

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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 First American Title
Company of Nevada, 3760 Pecos-McLeod Interconnect, Suite 7, Las Vegas, Nevada
89121, Attn: Julie Skinner (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"). Notwithstanding anything to the contrary contained
herein, in the event the earnest money check is not deposited by Purchaser with
the Title Company within two (2) business days from the date of execution of
this Contract, then, at Seller's option, this Contract shall automatically
terminate and be rendered null and void, without notice to Purchaser, upon the
expiration of such time, and the parties shall have no further obligations or
liabilities one unto the other.

         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
Five Hundred Dollars ($500.00) 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.

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                                   ARTICLE IV

                 PRE-CLOSING OBLIGATIONS OF SELLER AND PURCHASER

         Within fifteen (15) days from the date of execution of this Contract,
Seller shall furnish to Purchaser, the following information (collectively, the
"Due Diligence Items"):

                  (a)      The most recent survey of the Subject Property in
         possession of Seller; Purchaser shall be entitled to have this survey
         updated and recertified as of a date subsequent to the date of
         execution of this Contract and, if Purchaser does so, shall provide
         copies thereof to Seller; unless otherwise agreed by Seller and
         Purchaser, the metes and bounds description contained in the survey, as
         updated, shall be the legal description employed in the documents of
         conveyance of the Subject Property; and

                  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.

         Seller shall simultaneously deliver, and the same shall be deemed to be
Due Diligence Items, all records and documents within the control or custody of
the Seller concerning the Subject Property, if any (it being specifically
understood that the listing of the following items shall in no manner be deemed
to imply the existence of any such item, and the Seller shall only be required
to deliver such of the following items as exist), including, without limitation,
copies of:

                           a.       all developer agreements, zoning or
         subdivision approvals or ordinances, agreements, resolutions of any
         governmental authority, body, agency or entity, site plans and
         development orders, approvals, consents, permits, certificates and
         other governmental licenses, along with notices issued by the
         applicable governmental entity concerning same, which burden, benefit
         or otherwise affect the ownership or development of the Subject
         Property or relate to the payment of any reservation fee, deposit or
         impact fee benefiting or burdening the Subject Property;

                  b.       all drawings, surveys, topographical maps, site
         development and other plans, specifications and engineering reports and
         all reports, documents, analyses, memoranda, letters, summaries and
         work papers relating to environmental matters concerning the Subject
         Property, including without imitation, all environmental studies and
         reports; and

                  c.       any and all pre-construction soil tests.

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         EXCEPT FOR THE REPRESENTATIONS OF SELLER SET FORTH IN ARTICLE VII,
SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR
COMPLETENESS OF ANY MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER TO
PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY. EXCEPT FOR THE
REPRESENTATIONS OF SELLER SET FORTH IN ARTICLE VII, PURCHASER ACKNOWLEDGES AND
AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO PURCHASER
IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO PURCHASER
AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR
INFORMATION BY PURCHASER SHALL BE AT THE SOLE RISK OF PURCHASER.

                                    ARTICLE V

                             TITLE INSPECTION PERIOD

         Purchaser shall have a period of time commencing on the date of
execution of this Contract and expiring forty-five (45) days thereafter 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 to or obtained by
Purchaser pursuant to the provisions of Article IV hereinabove 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 Inspection 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 ten (10) days from the date of
Purchaser's written notice of objections (the "Cure Period") in

                                     - 5 -

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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
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.

         Purchaser, at its sole cost and expense, may obtain on or before
forty-five (45) days after the execution of this Contract a phase one or more
extensive environmental assessment of the Subject Property (the "Environmental
Assessment"), and if during such forty-five (45) day period Purchaser finds any
matter that in its opinion is an environmental problem, then it shall notify
Seller of the same prior to the expiration of the Inspection Period and such
problems shall be handled in the same manner and in the same time periods as
Title Defects.

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                                   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 on December 15, 2002 (the "Inspection Period"). During the
Inspection Period, Purchaser shall also attempt to obtain all approvals and
entitlements that Purchaser deems necessary in order to allow Purchaser to
develop the Subject Property as a timeshare resort consisting of at least one
hundred twenty-five (125) timeshare units within at least fifteen (15) floors
(the "Intended Use"). 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 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 pursuant to 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
in the event that Purchaser is unable to obtain all necessary approvals that
Purchaser deems necessary to allow Purchaser to develop the Subject Property for
the Intended Use, 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, all Earnest
Money (less $500.00) shall be immediately returned to Purchaser by the Title
Company, and thereafter neither Seller nor Purchaser shall have any continuing
obligations one unto the other. If no notice of cancellation is provided by
Purchaser

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prior to the expiration of the Inspection Period, then this Contract shall
remain in full force and effect and the Title Company shall immediately disburse
the entire Earnest Money deposit to Seller; upon such disbursement the entire
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
entire Earnest Money deposit shall be applied in partial satisfaction of the
purchase price.

                                   ARTICLE VII

              REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER

         Seller represents and warrants to Purchaser that as of the effective
date and at closing Seller will have good and marketable 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, and at closing, Seller
will be in a position to convey the Subject Property to Purchaser free and clear
of all liens, encumbrances, covenants, restrictions, rights-of-way, easements
and other such matters affecting title except for the Permitted Exceptions.

         Seller further covenants and agrees with Purchaser that, from the date
hereof until the closing, neither Seller nor its subsidiaries shall 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 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;

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                  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.       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; and

                  d.       To Seller's knowledge, no work has been performed on
         the Subject Property that could give rise to any mechanics', laborers'
         or materialmen's liens being placed on the Subject Property. The Seller
         has fully paid all laborers and materialmen for prior improvements to,
         and work performed on, the Subject Property and has obtained releases
         of such lien rights.

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.
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

                                     CLOSING

         The closing shall take place at the offices of the Title Company. The
closing shall occur on or before December 27, 2002. Purchaser shall notify
Seller at least five (5) days in advance of the exact time and date of closing.

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                                   ARTICLE IX

                         SELLER'S OBLIGATIONS AT CLOSING

         At the closing, Seller shall do the following:

                  a.       Deliver to Purchaser a grant, bargain and sale 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.

                  b.       Deliver or cause to be delivered to Purchaser an ALTA
         owner's form of title insurance policy (the "Title Policy") insuring
         Purchaser in the amount of the purchase price that Purchaser has
         acquired good and marketable title to the Subject Property, 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 impose no additional liability on Seller or delay the
         closing. Purchaser acknowledges and agrees that the Title Policy may be
         actually delivered within a reasonable time following the closing so
         long as Purchaser has received at closing a current binding title
         commitment obligating the Title Company to deliver the Title Policy.
         Purchaser shall pay the premium for a standard owner's form of title
         insurance policy in the amount of the purchase price; the cost of any
         title endorsements required by Purchaser, and the cost of reinsurance
         reasonably required by Purchaser, shall also be paid by Purchaser.

                  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.       Provide 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.

                  e.       Deliver such documents as reasonably requested by
         Purchaser to consummate this Contract.

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                                    ARTICLE X

                       PURCHASER'S OBLIGATIONS AT CLOSING

         At the closing, Purchaser shall deliver to Seller the purchase price in
cash and such documents as requested by the Title Company or as reasonably
requested by Seller to consummate this Contract.

                                   ARTICLE XI

                              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 Purchaser.

                  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 pro rata
         portion of such taxes. Seller's pro rata 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. However, anything
         herein to the contrary notwithstanding, any tax abatement or refund for
         a period of time prior to closing shall belong to Seller.

                  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.

         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.

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         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.

         Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XI shall survive the closing hereunder.

                                   ARTICLE XII

                                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.

                                  ARTICLE XIII

                             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.

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                                   ARTICLE XIV

                                     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:                  Silverleaf Resorts, Inc.
                                  1221 Riverbend 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.
                                  3700 NationsBank Plaza
                                  901 Main Street
                                  Dallas, Texas 75202
                                  Attn: George R. Bedell, Esq.
                                  Telephone No.: (214) 749-2448
                                  Facsimile No.: (214) 747-3732

         PURCHASER:               Fairfield Resorts, Inc.
                                  8427 South Park Circle, Suite 500
                                  Orlando, Florida 32819
                                  Attn: Douglas O. Kinsey, Senior Vice
                                  President,
                                  Real Estate Acquisitions
                                  Telephone No.: (407) 370-5200
                                  Facsimile No.: (407) 370-5222

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         With Required Copy to:   John C. Alvarez
                                  8427 South Park Circle, Suite 500
                                  Orlando, Florida 32819
                                  Telephone No.: (407) 370-5200
                                  Facsimile No.: (407) 370-5222

                                   ARTICLE XV

                                    REMEDIES

         In the event all conditions of this Contract are satisfied and in the
event all covenants and agreements to be performed prior to closing are fully
performed, and in the event that performance of this Contract is tendered by the
Purchaser and the sale is not consummated through a default on the part of
Seller on the closing date, then Purchaser shall have the option (i) to
terminate this Contract by providing written notice thereof to Seller, in which
event the Earnest Money (less $500.00) 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) to sue Seller for specific performance. In no
event shall Purchaser have the right to sue Seller for damages, bring any action
against the Subject Property, or file a notice of lis pendens regarding any
claim of Purchaser other than a claim for specific performance.

         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 and retain 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.

                                     - 14 -

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                                   ARTICLE XVI

                                   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
of Purchaser hereunder. Any such assignment shall not be effective until Seller
has received written notice thereof; further, such assignment shall not relieve
Purchaser of any of its obligations or liabilities hereunder.

                                  ARTICLE XVII

                        INTERPRETATION AND APPLICABLE LAW

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

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                                  ARTICLE XVIII

                                    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 XIX

                                    AUTHORITY

         Each person executing this Contract warrants and represents that he is
fully authorized to do so.

                                   ARTICLE XX

                                 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 XXI

                              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.

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                                  ARTICLE XXII

                                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 XXIII

                             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 XXIV

                                   ACCEPTANCE

         Purchaser shall have until 5:00 o'clock p.m., August 12, 2002, 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 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 State of Nevada, 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 Nevada.

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                                   ARTICLE XXV

                             REAL ESTATE COMMISSION

         In the event that this Contract closes, but not otherwise, Seller
agrees to pay a real estate commission to Award Realty, such commission to be in
the amount of six percent (6%) of the purchase price payable hereunder. Seller
represents and warrants to Purchaser that Seller has not contacted or entered
into any agreement with any other 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 other 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 this Article XXV shall survive
the closing.

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                                  ARTICLE XXVI

                                 NON-RECORDATION

         Purchaser agrees and warrants that it will not place of record with the
Clark County Recorder of Deeds Office this Contract or any part of this
agreement or any instrument, memorandum or notice making reference to this
Contract and in the event of any recordation in violation of this Article then
Purchaser shall forfeit any and all rights Purchaser has in the Earnest Money
and further this Contract shall, at Seller's option, be void.

         EXECUTED on this the 17th day of August, 2002.

                                   SELLER:

                                   SILVERLEAF RESORTS, INC., a Texas corporation

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

         EXECUTED on this the 16th day of August, 2002.

                                   PURCHASER:

                                   FAIRFIELD RESORTS, INC.

                                   By: [signature illegible]
                                      ------------------------------------------
                                   Name:________________________________________
                                   Its:_________________________________________

                                     - 19 -

<PAGE>

RECEIPT OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS
HEREBY ACKNOWLEDGED:

TITLE COMPANY:

FIRST AMERICAN TITLE COMPANY OF NEVADA

By: /S/ TAMMY LOWE
   ---------------------------------
Name: Tammy Lowe
Its:  Escrow Officer

List of Exhibits:

Exhibit A: Legal Description

                                     - 20 -