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                                                                   EXHIBIT 10.13

                             MASTER CLUB AGREEMENT


         THIS MASTER CLUB AGREEMENT ("Agreement") is entered into as of the
25th day of September, 1997, by and between Master Club, a Texas non-profit
corporation (the "Master Club"), and Timber Creek Resort Club, a Missouri
non-profit corporation (the "Club").


                               R E C I T A L S :


         WHEREAS, Silverleaf Resorts, Inc., a Texas corporation ("Silverleaf")
owns and operates six (6) resorts, four (4) of which are located in Texas and
are known as Hill Country Resort, Holly Lake, Piney Shores Resort and The
Villages and two (2) of which are located in Missouri and are known as Holiday
Hills Resort and Ozark Mountain Resort (collectively the "Resorts" and
individually a "Resort"); and

         WHEREAS, each of the Resorts formed an association to govern, maintain
and administer each Resort and are known as Hill Country Resort Club, a Texas
non-profit unincorporated association, Holly Lake Resort Club, a Texas
non-profit unincorporated association, Piney Shores Resort Club, a Texas
non-profit unincorporated association, Villages Resort Club, a Texas non-profit
unincorporated association, Holiday Hills Resort Club, a Missouri non-profit
corporation, and Ozark Mountain Resort Club, a Missouri non-profit corporation
(the "Other Clubs");

         WHEREAS, Silverleaf created and established a program referred to as
the Endless Escape Bonus Time Program (the "Program") pursuant to which each
member of the Other Clubs is entitled, at no additional charge, (i) to vacation
at each member's respective Resort more frequently and, under certain
circumstances, during use periods not already owned by that member, and (ii) to
vacation at the other Resorts owned by Silverleaf and participating in the
Program; and

         WHEREAS, Silverleaf created the Master Club for the purpose of
implementing and administering the Program and more efficiently managing the
various Resorts owned by Silverleaf which participate in the Program;

         WHEREAS, on March 28, 1990, the Master Club entered into a Master Club
Agreement with the Other Clubs setting forth the duties and responsibilities of
the Master Club with regard to the Other Clubs; and

         WHEREAS, on September ___, 1997, pursuant to the Declaration of
Restrictions, Covenants and Conditions more particularly described in Exhibit
"A" attached hereto and made a part hereof for all purposes (the
"Declaration"), a seventh timeshare project was created called "Timber Creek
Resort" (the "Project"), and the Club





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was created for the care, maintenance and administration of the Project; and

         WHEREAS, the Club desires to enter into a Master Club Agreement with
the Master Club similar to the March 28, 1990, Master Club Agreement between
the Master Club and the Other Clubs; and

         WHEREAS, the Club acknowledges and agrees that membership in the
Master Club and the execution of this Agreement are to its benefit and
advantage; and

         WHEREAS, the Club and the Master Club desire to enter into this
Agreement in order to set forth the responsibilities and duties of the Master
Club with regard to the Club and the Project;

         NOW, THEREFORE, in order to carry out the desire of the Club and the
Master Club, and for and in consideration of Ten and No/100 Dollars ($10.00),
the covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Club and the Master Club hereby covenant and agree as follows:

         1.      The Master Club shall have the following responsibilities and
                 duties for the benefit of the Club and the Project governed
                 thereby:

                 (a)      Maintain a centralized reservation system for the
                          Project and all Resorts;

                 (b)      Achieve costs savings by purchasing goods and
                          services for the Project and all Resorts as a group
                          rather than having the Project and each Resort
                          purchase its goods and services on an individual
                          basis;
                          
                 (c)      Maintain a centralized management of the Project and
                          the entire Resort system;

                 (d)      Provide accounting, legal and other administrative
                          services for the Project and entire Resort system;

                 (e)      Implement and administer the Program in accordance
                          with the rules and regulations of the Program; and

                 (f)      Pay all costs and expenses incurred at the Project
                          and each Resort individually as well as any
                          system-wide costs and expenses.
                          
         2.      In order to enable the Master Club to perform the
                 responsibilities and duties described hereinabove, the Club
                 agrees to pay to the Master Club the following





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                 amounts as a fee to the Master Club for the services rendered
                 by the Master Club for the benefit of the Club: (i) all dues,
                 assessments, late charges and other amounts levied against and
                 collected from its respective members pursuant to the
                 Declaration, plus (ii) all other income generated by the Club.
                 The Master Club will use its fee collected from the Club to
                 pay (i) the individual common expenses of the Project, and
                 (ii) the system-wide costs and expenses of administering and
                 maintaining the Master Club and operating and managing the
                 Club including, but not limited to, expenses for accounting,
                 legal services, administration, payroll, and management of the
                 entire resort system.

         3.      This Agreement shall be in full force and effect in
                 perpetuity. Notwithstanding the foregoing, however, this
                 Agreement shall be terminated upon the cessation of legal
                 existence of the Master Club or, alternatively, of the Club,
                 and the surviving party or parties, if any, shall in such
                 event have no further obligations hereunder.

         4.      This Agreement inures to the benefit of, and is binding upon,
                 the Master Club and the Club and their respective successors,
                 legal representatives and assigns.

         5.      This Agreement may be signed in any number of counterparts,
                 each of which shall be an original, with the same effect as if
                 the signatures thereto and hereto were upon the same
                 instrument, and all such counterparts shall be deemed on and
                 the same instrument.

         6.      All capitalized terms not otherwise defined herein shall have
                 the meaning given to such terms in the Declarations.


                                           MASTER CLUB:

                                           MASTER CLUB, a Texas non-profit 
                                           corporation



                                           By:     /s/ ROBERT G. LEVY
                                                   ----------------------------
                                           Its:        President     
                                                   ----------------------------





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                                           CLUB:

                                           TIMBER CREEK RESORT CLUB, a 
                                           Missouri non-profit corporation



                                           By:     /s/ HOWARD KITCHEN
                                                   ----------------------------
                                                   Howard Kitchen, Director



                                           By:     /s/ ROBERT G. LEVY
                                                   ----------------------------
                                                   Robert G. Levy, Director



                                           By:     /s/ JERRY YOUNG
                                                   ----------------------------
                                                   Jerry Young, Director




                                           By:     /s/ DANA CALLAWAY
                                                   ----------------------------
                                                   Dana Callaway, Director



                                           By:     /s/ MARIE RASSO
                                                   ----------------------------
                                                   Marie Rasso, Director





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