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                                                                   EXHIBIT 10.12


                          REAL ESTATE CONTRACT OF SALE


         THIS AGREEMENT is entered into by and between SILVERLEAF RESORTS,
INC., a Texas Corporation ("Seller"), and ROBERT E. MEAD ("Purchaser").

                             W I T N E S S E T H :

         WHEREAS, on or about April 18, 1996, Seller purchased (i) certain
property in Mexico City, Mexico (the "Mexico Property"), and (ii) certain
property in Montgomery County, Texas (the "Woodlands Property"), from Mr.
Ricardo Enterria Diaz ("Diaz") for Four Hundred Nineteen Thousand Eight Hundred
Twenty-Four and 61/100 Dollars ($419,824.61) (the property described in (i) and
(ii) are hereinafter collectively referred to as the "Property");

         WHEREAS, the appraised fair market value of the Woodlands Property is
One Hundred Two Thousand and No/100 Dollars ($102,000.00);

         WHEREAS, Seller has not yet received an appraisal of the Mexico
Property; and

         WHEREAS, Seller previously agreed to sell and Purchaser previously
agreed to purchase the Property for a purchase price of the greater of: (a) the
cost of the Property at the time said property was sold to Seller by Diaz, plus
fifteen (15%) percent per annum; or (b) the appraised value of the Property.

         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 the Property in accordance with
the following terms and conditions:

         1.      Purchase Price. The purchase price to be paid by Purchaser to
Seller for the Property upon execution of this Contract shall be Five Hundred
Eight Thousand Four Hundred and Eighty-Seven and 38/100 Dollars ($508,487.38)
which amount represents the cost of the Property to the Seller ($419,824.61)
plus 15% per annum; provided, however, that upon receipt of an appraisal of the
Mexico Property, the purchase price will be adjusted if the fair market value
of the Mexico Property plus the fair market value of the Woodlands Property is
greater than $508,487.38.

         2.      Closing. The closing of the Woodlands Property shall occur
upon the execution of this agreement by both parties. The closing of the Mexico
Property shall take place at a
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location reasonably acceptable to both parties within ten (10) days of the
receipt of an appraisal of the fair market value of the Mexico Property.

         3.      Seller's Obligations at Closing. At closing of the Mexico
                 Property, Seller shall do the following:

                 (a)      Deliver to Purchaser a special warranty deed covering
         the Mexico Property, duly signed and acknowledged by Seller, which
         deed shall be in form for recording and shall convey to Purchaser good
         and indefeasible fee simple title to the Property free and clear of
         all liens, but subject to all restrictions, rights-of-way, easements,
         title exceptions, and other matters affecting title to the Property.

                 (b)      Deliver all additional documents and instruments as
         are reasonably necessary for the proper consummation of this
         transaction.

         4.      Purchaser's Obligations at Closing. At the closing of the
Mexico Property, Purchaser shall deliver to Seller any additional amounts owed
pursuant to paragraph 1 herein.

         5.      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 or by United States Mail, as a registered or certified item, return
receipt requested, addressed as follows:

                 Purchaser:       Robert E. Mead
                                  1221 Riverbend, Suite 120
                                  Dallas, TX 75247

                 Seller:          Silverleaf Resorts, Inc.
                                  1221 Riverbend Drive, Suite 120
                                  Dallas, Texas 75247

         6.      Interpretation and Applicable Law. This Agreement shall be
construed and interpreted in accordance with the laws of the State of Texas.
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 permitted assigns, as applicable, of
any party hereto.

         7.      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



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waiver shall be effective only if in writing and signed by the party waiving
such conditions and obligations.

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

         9.      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.

         10.     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.

         11.     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.

         EXECUTED on this the 31st day of September, 1997.


                                  SELLER:

                                  SILVERLEAF RESORTS, INC., a Texas Corporation


                                  By: /s/ SHARON K. BRAYFIELD                
                                      -----------------------------------------
                                  Name:    Sharon K. Brayfield                 
                                        ---------------------------------------
                                  Its:     President                           
                                       ----------------------------------------

         EXECUTED on this the 31st day of September, 1997.


                                  PURCHASER:


                                  /s/ ROBERT E. MEAD                           
                                  ---------------------------------------------
                                  ROBERT E. MEAD





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