**Ex
        10.1**
 
 **FIRST
        AMENDMENT TO**
 **INVENTORY
        LOAN AND SECURITY AGREEMENT**
 
 THIS
        FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
        dated
        as of October 5, 2005 (the "Closing Date"),
        by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company,
        as secured party (herein referred to as the "Lender") and SILVERLEAF RESORTS,
        INC., a Texas corporation, as debtor (herein referred to as the
        "Borrower").
 
 **RECITALS**
 
 A.
        Borrower and Lender have entered into that certain Inventory Loan and Security
        Agreement, dated as of April 29, 2005 (as amended and modified from time
        to
        time, the "Loan Agreement").
 
 B.
        The
        Borrower and Lender desire to amend the Loan Agreement on the terms and
        conditions as hereinafter set forth.
 
 NOW,
        THEREFORE, in consideration of the premises herein contained and other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties, intending to be legally bound, agree as
        follows:
 
 **AGREEMENT**
 
 **ARTICLE
        I**
 **Definitions**
 
 1.01
        Capitalized terms used in this Amendment are defined in the Loan Agreement,
        as
        amended hereby, unless otherwise stated.
 
 **ARTICLE
        II**
 **Amendments
        to Loan Agreement**
 
 Effective
        as of the date hereof, the Loan is hereby amended as follows:
 
 **2.01** **Amendment
        to Section 7.9.**  Section
        7.9 of the Loan Agreement is hereby amended and restated in its entirety
        to read
        as follows:
 
 "7.9 *Transactions
        with Affiliates; Principal Properties.* Borrower
        shall not enter into any transaction including, without limitation, the
        purchase, sale or exchange of real or personal property of the Borrower or
        the
        rendering of any service with any Affiliate of Borrower or any Executive
        Management Member (i) except upon fair and reasonable terms no less favorable
        to
        Borrower than would be obtained in a comparable arm's-length transaction
        with a
        Person not an Affiliate, and (ii) provided such transaction will not constitute,
        or will not reasonably be expected to constitute, a Material Adverse
        Effect."
 
 **ARTICLE
        III**
 **Conditions
        Precedent**
 
 3.01 Conditions
        to Effectiveness. The
        effectiveness of this Amendment is subject to the satisfaction of the following
        conditions precedent in a manner satisfactory to Lender, unless specifically
        waived in writing by Lender:
 
 (a)
        Lender shall have received this Amendment, duly executed by the Borrower
        and
        Lender.
 
 
 (b)
        Lender shall have received a copy of the resolutions in form and substance
        reasonably satisfactory to Lender, of the board of directors of Borrower
        authorizing the execution, delivery and performance of this Amendment, certified
        by the secretary of the Borrower as of the Closing Date, and such certificate
        shall state that the resolutions thereby certified have not been amended,
        modified, revoked or rescinded as of the date of such certificate.
  (c)
        The
        representations and warranties contained herein and in the Loan Agreement,
        as
        amended hereby, and the Loan Documents, shall be tree and correct as of the
        date
        hereof, as if made on the date hereof,
  (d)
        No
        Default or Event of Default shall have occurred and be continuing, unless
        such
        Default or Event of Default has been otherwise specifically waived in writing
        by
        Lender.
  (e)
        All
        corporate proceedings taken in connection with the transactions contemplated
        by
        this Amendment and all documents, instruments and other legal matters incident
        thereto shall be satisfactory to Lender,
  (f)
        All
        corporate and other proceedings, mad all documents, instruments and other
        legal
        matters in connection with the execution of this Amendment shall be satisfactory
        in form and substance to Lender and its counsel.
 
 4.01 **No
        Waiver** , Borrower
        is hereby notified that irrespective of (i) any waivers or consents previously
        granted by Lender regarding the Loan Agreement and the Loan Documents, (ii)
        any
        previous failures or delays of Lender in exercising any right, power or
        privilege under the Loan Agreement or the Loan Documents, or (iii) any previous
        failures or delays of Lender in tire monitoring or' in the requiring of
        compliance by Borrower with the duties, obligations, and agreements of Borrower
        in the Loan Agreement and the Loan Documents, Borrower will be expected to
        comply strictly with its duties, obligations and agreements under the Loan
        Agreement and the Loan Documents.
 
 Except
        as
        expressly provided in this Amendment, nothing contained in this Amendment
        or any
        other communication between Lender and the Borrower shall be a waiver of
        any
        past, present or future violation, Default or Event of Default of Borrower
        under
        the Loan Agreement or any Loan Document. Similarly, Lender hereby expressly
        reserves any rights, privileges and remedies under the Loan Agreement and
        each
        Loan Document that Lender may have with respect to each violation, Default
        or
        Event of Default, and any failure by Lender to exercise any right, privilege
        or
        remedy as a result of the violations set forth above shall not directly or
        indirectly in any way Whatsoever either (i) impair, prejudice or otherwise
        adversely affect the rights of Lender, except as set forth herein, at any
        time
        to exercise any right, privilege or remedy in connection with the Loan Agreement
        or any Loan Document, (ii) amend or alter any provision of the Loan Agreement
        or
        any Loan Document or any other contract or instrument, or (iii) constitute
        any
        course of dealing or other basis for altering any obligation of Borrower
        or any
        rights, privilege or remedy of Lender under the Loan Agreement or any Loan
        Document or any other contract or instrument. Nothing in this Amendment shall
        be
        construed to be a consent by Lender to any prior, existing or future violations
        of the Loan Agreement or any Loan Document.
 
 **ARTICLE
        V**
 **Ratifications,
        Representations and Warranties**
 
 5.01 **Ratifications** . The
        terms
        and provisions set forth in this Amendment shall modify and supersede all
        inconsistent temps and provisions set forth in the Loan Agreement and the
        Loan
        Document, and, except as expressly modified and superseded by this Amendment,
        the terms and provisions of the Loan Agreement and the Loan Document are
        ratified and confirmed and shall continue in full force and effect. The Borrower
        and Lender agree that the Loan Agreement and the Loan Document, as amended
        hereby, shall continue to be legal, valid, binding and enforceable in accordance
        with their respective terms.
 
 
 **5.02** **Representations
        and Warranties** . The
        Borrower hereby represents and warrants to Lender that (a) the execution,
        delivery and performance of this Amendment and any and all Loan Document
        executed and/or delivered in connection herewith have been authorized by
        all
        requisite corporate action on the part of the Borrower and will not violate
        the
        organizational documents or governing documents of Borrower; ('u) the
        representations and warranties contained in the Loan Agreement, as amended
        hereby, and any Loan Document are tree and correct on and as of the date
        hereof
        and on and as of the date of execution hereof as though made on and as of
        each
        such date; (c) no Default or Event of Default under the Loan Agreement, as
        amended hereby, has occurred and is continuing, unless such Default or Event
        of
        Default has been specifically waived in writing by Lender; and (d) the Borrower
        is in full compliance with all covenants and agreements contained in the
        Loan
        Agreement and the Loan Document, as amended hereby; (e) Borrower has not
        amended
        its organizational documents or its governing documents since the date of
        the
        Loan Agreement.
 
 **ARTICLE
        VI**
 **Miscellaneous
        Provisions**
 
 **6.01** **Survival
        of Representations and Warranties** . All
        representations and warranties made in the Loan Agreement or any Loan Document,
        including, without limitation, any document furnished in connection with
        this
        Amendment, shall survive the execution and delivery of this Amendment and
        the
        Loan Document, and no investigation by Lender or any closing shall affect
        the
        representations and warranties or the fight of Lender to rely upon
        them.
  **6.02** **Reference
        to Loan Agreement** . Each
        of
        the Loan Agreement and the Loan Document, and any and all documents or
        instruments now or hereafter executed and delivered pursuant to the temps
        hereof
        or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby
        amended so that any reference in the Loan Agreement and such Loan Document
        to
        the Loan Agreement shall mean a reference to the Loan Agreement, as amended
        hereby.
  **6.03** **Expenses
        of Lender** . As
        provided in the Loan Agreement, the Borrower agrees to pay on demand all
        costs
        and expenses incurred by Lender in connection with the preparation, negotiation,
        mad execution of this Amendment and the Loan Documents executed pursuant
        hereto,
        including, without limitation, the costs and fees of Lender's legal counsel,
        and
        all costs and expenses incurred by Lender in connection with the enforcement
        or
        preservation of any rights under the Loan Agreement, as amended hereby, or
        any
        Loan Document, including, without, limitation, the costs and reasonable fees
        of
        Lender's legal counsel in connection with any such enforcement or preservation
        efforts;
  **6.04** **Severability** . Any
        provision of this Amendment hold by a court of competent jurisdiction to
        be
        invalid or unenforceable shall not impair or invalidate the remainder of
        this
        Amendment and the effect thereof shall be confined to the provision so held
        to
        be invalid or unenforceable.
  **6.05** **Successors
        and Assigns** . This
        Amendment is binding upon and shall inure to the benefit of Lender and the
        Borrower and their respective successors and assigns, except that the Borrower
        may not assign or transfer any of their rights or obligations hereunder without
        the prior written consent of Lender.
  **6.06** **Counterparts** . This
        Amendment may be executed in one or more counterparts, each of which when
        so
        executed shall be deemed to be an original, but all of which when taken together
        shall constitute one and the same instrument.
  **6.07** **Effect
        of Waiver** . No
        consent or waiver, express or implied, by Lender to or for any breach of
        or
        deviation from any covenant or condition by the Borrower shall be deemed
        a
        consent to or waiver of any other breach of the same or any other covenant,
        condition or duty.
  **6.08** **Headings** .
        The
        headings, captions, and arrangements used in this Amendment are for convenience
        only and shall not affect the interpretation of this Amendment,
  
 **6.09** **Applicable
        Law** . THIS
        AMENDMENT AND ALL LOAN DOCUMENT EXECUTED PURSUANT HERETO SHALL BE DEEMED
        TO HAVE
        BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED
        IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.
  **6.10** **Final
        Agreement** . THE
        LOAN
        AGREEMENT AND THE LOAN DOCUMENT, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE
        EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE *DATE* THIS
        AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AND THE LOAN DOCUMENTS, AS AMENDED
        HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
        SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
        AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE
        OR
        AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN
        AGREEMENT SIGNED BY THE BORROWER AND LENDER.
  **6.11** **Release** ..
        THE
        BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,
        CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN
        BE
        ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY
        THE
        "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
        FROM LENDER. THE BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
        DISCHARGES LENDER, ITS PREDECESSORS, LENDER, EMPLOYEES, SUCCESSORS AND ASSIGNS,
        FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
        EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
        UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL,
        AT
        LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
        AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST
        LENDER, ITS PREDECESSORS, LENDER, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY,
        AND
        I1LRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
        OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING,
        WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
        OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL 1LATE APPLICABLE, THE
        EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR LOAN DOCUMENT,
        AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
 
 
 
 [The
        Remainder of this Page Intentionally Left Blank]
 
  
 IN
        WITNESS WHEREOF, this Amendment has been duly executed on the date first
        written
        above.
 
 
 LENDER:
 
 CAPITALSOURCE
        FINANCE LLC,
 a
        Delaware limited liability company
 
 By:.  /S/
        PIERRETTE N. BRADSHAW
 Name:  Pierrette
        N. Bradshaw
 Title:  General
        Counsel
 
 SILVERLEAF
        RESORTS, INC.,
 a
        Texas
        corporation
 
 By:  /S/
        HARRY J. WHITE, JR.
 Name:  Harry
        J.
        White, Jr.
 Title:  Chief
        Financial Officer