<PAGE>   1
                                                                    EXHIBIT 10.5


                                  CONSTRUCTION
                                 LOAN AGREEMENT

                   BETWEEN HELLER FINANCIAL, INC., AS LENDER

                                      AND

                     SILVERLEAF RESORTS, INC., AS BORROWER

                               October 31, 1997
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
TABLE OF CONTENTS TO BE MODIFIED
<S>                                                                                                <C>
SECTION 1 ADVANCES OF THE LOAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

         1.1     Commitment of Lender; Advances . . . . . . . . . . . . . . . . . . . . . . . . .  1
                 a.       Construction Loan.  . . . . . . . . . . . . . . . . . . . . . . . . . .  1
                 (i)      Advance Request Procedures  . . . . . . . . . . . . . . . . . . . . . .  1
                 (ii) Limitations on Advances . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         1.2     Maximum Construction Loan Balance  . . . . . . . . . . . . . . . . . . . . . . .  2
         1.3     Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         1.4     Term of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         1.5     Conditions Precedent to First Advances . . . . . . . . . . . . . . . . . . . . .  3
                 a.       Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
                 b.       Other Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
         1.6     Conditions Precedent to Subsequent Advances  . . . . . . . . . . . . . . . . . .  6
                 a.       Deliveries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
                 b.       Loan Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
                 C.       No Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
                 d.       Representations and Warranties  . . . . . . . . . . . . . . . . . . . .  7
                 e.       Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
                 f.       Costs, Expenses and Fees  . . . . . . . . . . . . . . . . . . . . . . .  8
         1.7     Conditions Precedent to Final Advances . . . . . . . . . . . . . . . . . . . . .  8
                 a.       Completion Certificate  . . . . . . . . . . . . . . . . . . . . . . . .  8
                 b.       Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                 C.       No Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                 d.       Lien Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
                 e.       Final Plat  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
         1.8     Changes in Plans and Specifications, Approved Budget or Approved
                 Construction Schedule  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
         1.9     No Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

SECTION 2 REPRESENTATIONS AND WARRANTIES OF BORROWER  . . . . . . . . . . . . . . . . . . . . . .  9

         2.1     Borrower Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         2.2     Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         2.3     Suits, Actions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         2.4     Valid and Binding Obligation, No Breach or Default . . . . . . . . . . . . . .   10
         2.5     Title to the Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
</TABLE>





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<TABLE>
<S>      <C>                                                                                      <C>
         2.6     Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.7     System Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.8     Submittals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.9     Utility Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         2.10    Governmental Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         2.11    Property Access  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         2.12    Flood Hazards/Wetlands . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         2.13    Contracts with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . .   11
         2.14    Other Liens and Assignments  . . . . . . . . . . . . . . . . . . . . . . . . .   12
         2.15    Inducement to Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

SECTION  3 COVENANTS AND AGREEMENTS OF BORROWER . . . . . . . . . . . . . . . . . . . . . . . .   12

         3.1     Mandatory Principal Payments . . . . . . . . . . . . . . . . . . . . . . . . .   12
         3.2     Compliance With Governmental Requirements, Notice of Governmental
                 Authority, Escrow  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
         3.3     Construction of the Buildings  . . . . . . . . . . . . . . . . . . . . . . . .   13
         3.4     Correction of Defects  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
         3.5     Storage of Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
         3.6     Inspection of the Property and Books and Records . . . . . . . . . . . . . . .   14
         3.7     Casualty, Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         3.8     Application of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
         3.9     Borrower's Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
         3.10    Direct Disbursement and Application by Lender  . . . . . . . . . . . . . . . .   16
         3.11    Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
         3.12    Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         3.13    No Liability of Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         3.14    No Conditional Sale Contracts, Etc . . . . . . . . . . . . . . . . . . . . . .   17
         3.15    Defense of Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         3.16    Prohibition on Transfer of Property or Assignment of Borrower's Interest,
                 Change in Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
         3.17    Payment of Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
         3.18    Restrictions and Annexation  . . . . . . . . . . . . . . . . . . . . . . . . .   18
         3.19    Current Financial Reports  . . . . . . . . . . . . . . . . . . . . . . . . . .   18
                 a.       Quarterly Financial Reports . . . . . . . . . . . . . . . . . . . . .   19
                 b.       Year-end Financial Reports  . . . . . . . . . . . . . . . . . . . . .   19
                 c.       Audit Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
                 d.       Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
                 e.       SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         3.20 Tax Receipts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
</TABLE>





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<TABLE>
<S>              <C>                                                                              <C>
                 3.21     Notice of Litigation, Claims, and Financial Change  . . . . . . . . .   19
                 3.22     No Occupancy Contrary to Builder's Risk Policy  . . . . . . . . . . .   20
                 3.23     Hold Harmless . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
                 3.24     Cross Default, Cross Collateralization  . . . . . . . . . . . . . . .   20
                 3.25     Modifications to Resort Documents . . . . . . . . . . . . . . . . . .   20
                 3.26     Subordinated Obligations  . . . . . . . . . . . . . . . . . . . . . .   20
                 3.27     Approved POS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21

SECTION  4 RIGHTS AND REMEDIES OF LENDER  . . . . . . . . . . . . . . . . . . . . . . . . . . .   21

                 4.1      Rights of Lender. . . . . . . . . . . . . . . . . . . . . . . . . . .   21
                 4.2      Appointment of Lender as Attorney-in-Fact . . . . . . . . . . . . . .   21
                 4.3      Funds of Lender . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
                 4.4      No Waiver or Exhaustion . . . . . . . . . . . . . . . . . . . . . . .   22
                 4.5      Marshalling Waiver  . . . . . . . . . . . . . . . . . . . . . . . . .   22

SECTION  5 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23

                 5.1      Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
                 5.2      Entire Agreement and Modifications  . . . . . . . . . . . . . . . . .   24
                 5.3      Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
                 5.4      Election of Remedies  . . . . . . . . . . . . . . . . . . . . . . . .   24
                 5.5      Form and Substance  . . . . . . . . . . . . . . . . . . . . . . . . .   24
                 5.6      Limitation on Interest  . . . . . . . . . . . . . . . . . . . . . . .   24
                 5.7      No Third Party Beneficiary  . . . . . . . . . . . . . . . . . . . . .   25
                 5.8      Borrower in Control . . . . . . . . . . . . . . . . . . . . . . . . .   25
                 5.9      Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                 5.10     Captions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                 5.11     Applicable Law  . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                 5.12     Venue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                 5.13     Jury Trial Waiver . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                 5.14     Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                 5.15     Commitment Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                 5.16     Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

APPENDIX: Defined Terms
</TABLE>





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EXHIBITS:
A.       Application for Advance
B.       Proforma Budget
C.       Intentionally Deleted
D.       Intentionally Deleted
E.       Form Assignment of Construction Contract
F.       Intentionally Deleted
G.       Intentionally Deleted
H.       Intentionally Deleted
I.       Intentionally Deleted
J.       Intentionally Deleted
K.       Development Stage





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                          CONSTRUCTION LOAN AGREEMENT

                 THIS CONSTRUCTION LOAN AGREEMENT, dated November 5, 1997, is
made by and  between HELLER FINANCIAL, INC., a Delaware corporation ("Lender"),
and SILVERLEAF RESORTS, INC., a Texas corporation ("Borrower"), in respect of a
revolving construction loan as set forth herein. All capitalized terms used
herein shall have the meanings ascribed thereto in the Appendix attached hereto
and made a part hereof by this reference.

                         SECTION 1 ADVANCES OF THE LOAN

         1.1     COMMITMENT OF LENDER; ADVANCES.

                 a.       Construction Loan. Provided the conditions precedent
to an Advance have been satisfied and there exists no Default or Event of
Default, and further provided that the outstanding principal balance of the
Construction Loan shall not exceed the maximum amount set forth in Section 1.2
below, Lender will make Advances to Borrower as follows:

                          (i)       Advance Request Procedures. From time to
time, Borrower shall submit an Application for an Advance to Lender requesting
an Advance under the Construction Loan for the reimbursement of payment of
costs of labor, materials, and services supplied for the construction of a
particular Building and related facilities including landscaping, parking and
utility services ("Related Facilities"), as specified in the Approved Budget
for such Building.  Borrower shall not submit Applications for an Advance more
than two times per month nor more frequently than once per week, and each
Application for Advance shall be for an amount not less than Seventy Five
Thousand Dollars and No/100 ($75,000.00). Each Advance shall be issued by
Lender within ten (10) days of Lender's receipt of Borrower's Application for
Advance, provided Borrower is in compliance with conditions to such Advance set
forth herein. In addition to the conditions set forth below, Lender's
obligation to make Advances shall be subject to the receipt by Lender, on a
monthly basis, of reports from Lender's Inspecting Architects/Engineers
certifying that the Building(s) are on schedule under the Approved Completion
Schedule(s) and are in compliance with the Approved Budget(s) and the Plans, as
applicable.

                          (ii)      Limitations on Advances. Advances shall be
determined on a Building-by-Building basis, shall be limited to the amounts
shown in corresponding line items in the Approved Budget for each Building,
shall be limited to no more than four (4) Advances for each Building
corresponding to the Development Stages as shown on Exhibit "K", shall be
limited to the maximum amounts designated for each Development Stage and shall
not exceed





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in the aggregate for any single Building (A) eighty seven percent (87%) of (1)
the costs of labor, materials, and services incorporated into such Building or
the Related Facilities in a manner acceptable to Lender, plus (2) the purchase
price of all uninstalled materials to be utilized in the construction of the
Building or the Related Facilities and to be stored on the Property, less (B)
all prior Advances for payment of costs of labor, materials, and services for
the construction of the Building or the Related Facilities. Lender shall not be
obligated to make an Advance on any Building if at any time or pursuant to the
making of such Advance, (i) the outstanding principal balance of the promissory
note given by Borrower to Lender pursuant to the Interval Receivables Loan when
added to the amount representing eighty seven percent (87%) of the Approved
Budgets for all Buildings Lender has committed to make Advances upon that have
not been repaid would exceed Fifty Million Dollars and No/100 ($50,000,000.00)
or (ii) if the sum of eighty seven percent (87%) of the Approved Budget for any
Building upon which an Advance is sought when added to eighty seven percent
(87%) of the Approved Budgets for all Buildings for which Lender is either
committed to make an Advance upon or for which Lender has made an Advance or
Advances upon that have not been completely repaid exceeds $10,000,000.00. The
Advances under the Construction Loan shall be drawn by Borrower within eighteen
(18) months of the date hereof.

         1.2     MAXIMUM CONSTRUCTION LOAN BALANCE. Unless the Lender, in its
sole and absolute discretion, elects otherwise, notwithstanding anything to the
contrary contained in this Loan Agreement or the Loan Documents, the
outstanding principal balance of the Construction Note (including all Advances)
shall never exceed Ten Million Dollars and No/100 ($10,000,000.00) in the
aggregate, and shall not exceed the amount of Five Million Dollars and No/100
($5,000,000.00) outstanding at any single Resort at any one time. Borrower
hereby agrees to pay a fee of 1.0% (one percent) for each dollar advanced
(without regard to repayment) to Borrower which in the aggregate exceeds Ten
Million Dollars and No/100 ($10,000,000.00) under this Loan Agreement.

         1.3     INTEREST. Interest on the Loan, at the rate or rates specified
in the Construction Note, shall be computed on the unpaid principal balance
which exists from time to time and shall be computed with respect to each
Advance only from the date of such Advance. Such interest on the Loan shall be
paid by Borrower to Lender on a monthly basis as provided in the applicable
note. As a courtesy, Lender's practice is to send out monthly billing
statements on or about the twentieth (20th) day of the month prior to the month
in which such payment is due; however, the failure of Lender to send out such a
billing statement shall not relieve Borrower of its obligation to pay interest
in accordance with the applicable notes.

         1.4     TERM OF LOAN. The Construction Loan, together with all
interest thereon and all other sums due and owing Lender hereunder or under any
of the Loan Documents, shall be due and payable on the Maturity Date.






                                      -2-
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         1.5     CONDITIONS PRECEDENT TO FIRST ADVANCES. As a condition
precedent to the first Advance for each Building hereunder, Borrower shall
satisfy or deliver evidence of the satisfaction of the following requirements:

                 a.       Deliveries. If not previously delivered to Lender,
Borrower will procure and deliver to Lender, at least fourteen (14) business
days prior to the delivery to Lender of an Application for Advance for the
first Advance for construction of any Building:

                          (i)       The proposed budget which shall be
substantially the same as the Proforma Budget, but should provide Lender with
more specific detail of costs for such Building, proposed construction
schedule, Plans and Construction Contract for such Building.

                          (ii)      A fully executed copy of the Assignment of
Construction Contract, and Assignment of Plans and Specifications for
construction of the Building.

                          (iii)     A legal description, satisfactory to Lender
in its reasonable discretion, of the property upon which the Building or
Buildings are to be located.

                          (iv)      A fully executed Mortgage or such
modification to the Mortgage as Lender may require to spread the lien of the
Mortgage to include the Building and underlying property for which the first
Advance is being applied for.

                          (v)       A copy of the fully approved plat which
includes the property underlying the Building.

                          (vi)      Letters satisfactory to Lender in its
reasonable discretion from service providers evidencing that all utility and
municipal services required for the construction, occupancy and operation of
the Buildings, including, but not limited to, water supply, storm and sanitary
sewer systems, electric and telephone facilities, are available for use and
tap-on at the boundaries of the Property and will be available in sufficient
amounts for the normal and intended use of the Buildings, and written
permission has been granted from the applicable utility companies or
municipalities to connect the Buildings into each of said services.

                          (vii)     A certification from a licensed surveyor or
information based on a plat indicating the flood zone of the land upon which
the Building is to be constructed.

                          (viii)    POS concerning the Resort for which the 
Building is a part.





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                          (ix)      A commitment for title insurance to insure
the Mortgage as a first priority lien on the property on which the Building is
to be located, with legible copies of all exceptions attached with no title
exception other than those deemed by Lender to be Permitted Exceptions.

                          (x)       A Mortgagor's Affidavit of Title in form
and substance acceptable to Lender and the title insurance company as assurance
against the existence of, or any outstanding rights which could form the basis
for, mechanics liens, unrecorded easements, claims of parties in possession or
any other standard exception to title insurance coverage which may be insured
over upon delivery of a sufficient affidavit.

                          (xi)      An opinion of Borrower's counsel stating
that: (a) the Loan is not usurious under applicable laws; (b) that the Loan
Documents are validly executed, duly authorized and binding and enforceable in
accordance with their terms; (c) that the execution and delivery of the Loan
Documents and the performance of the transactions contemplated thereby do not
violate or contravene any law, court order, judgment or contract to which
Borrower is a party; and (d) such further opinions as Lender shall require. The
opinion of Borrower's counsel shall be from an independent counsel acceptable
to Lender.

                          (xii)     A true and correct copy of instruments
evidencing Borrower's authorization to use any fictitious name applicable to
the Advance.

                          (xiii)    Certified resolutions authorizing Borrower
to borrow the Advance and mortgage the Building and its underlying property.

                          (xiv)     An environmental Phase I site assessment
and engineering report confirming the absence of toxic or hazardous substances
and acceptable soil conditions of the property underlying the Building and the
Resort.

                          (xv)      Evidence of Insurance Policies applicable
to the Building and its underlying property.

                          (xvi)     UCC searches of the applicable public
records concerning the Borrower, and the Building's underlying property to
verify that Lender will have a first and priority perfected lien and security
interest under the Loan Documents.

                          (xvii)    Copies of all applicable governmental
permits, plats, approvals, consents and licenses for the proposed Building and
the intended use and operation of the Building as part of the Resort, including
the sale and marketing of Intervals, and including





                                      -4-
<PAGE>   10
evidence of compliance with applicable zoning and building laws or indicating
that there is no applicable zoning.

                          (xviii)   A fully executed assignment to Lender of
all Plans and governmental permits, approvals, consents and licenses for
construction and operation of the Building.

                          (xix)     Fully executed UCC-1 financing statements
for filing in appropriate state and local offices to perfect Lender's first
priority lien on all tangible and intangible property of Borrower related to
the Building.

                          (xx)      Evidence that all taxes owed by or for
which Borrower is responsible for collection have been paid, including but not
limited to sales taxes, room occupancy taxes, payroll taxes, personal property
taxes, real property taxes and income taxes.

                          (xxi)     Copies of agreements (including without
limitation leases) between Borrower and any affiliate of Borrower related in
any way to the Building or its underlying property and the applicable Resort.

                          (xxii)    Certificate from an architect
satisfactorily evidencing to Lender that the Building as designed is in
compliance with the accessibility requirements of the state and federal Fair
Housing Acts and the Americans with Disabilities Act.

                          (xxiii)   A fully executed construction loan
disbursement agreement with the Title Company.

                          (xxiv)    A fully executed assignment of funds and
permits.

                          (xxv)     Copies of all timeshare regime and
purchaser documents applicable to the use and operation of the Building and to
be used in the sale of Interval Units to be located in the Building, including,
but not limited to the following:

                                    (1)   Declaration of Conditions, Covenants
                                          and Restrictions,

                                    (2)   credit applications and related
                                          forms,

                                    (3)   form purchase contract,

                                    (4)   form note,





                                      -5-
<PAGE>   11
                                    (5)   form mortgage,

                                    (6)   form truth in lending disclosure,

                                    (7)   form contract for deed,

                                    (8)   evidence that the forms utilized meet
                                          state and federal requirements,

                                    (9)   all governing documents, including
                                          Timeshare Declaration, Owner's
                                          Association Rules and Regulations,
                                          Articles and Bylaws,

                                    (10)  evidence of state approval to sell
                                          timeshares, and

                                    (11)  state timeshare filings.

                          (xxvi)    If any of the foregoing are not
satisfactory to Lender in its reasonable discretion, Lender shall so notify
Borrower in writing within fourteen (14) days of Under's receipt of the
foregoing specifying Lender's objections and Borrower shall thereafter have ten
(10) days to cure such objections to Lender's reasonable satisfaction. Lender
shall have no obligation to make any Advance hereunder until such time as
Borrower has cured Lender's objection to Lender's reasonable satisfaction.

                 b.       Other Conditions. All conditions precedent to
subsequent Advances set forth herein.

         1.6     CONDITIONS PRECEDENT TO SUBSEQUENT ADVANCES. As a condition
precedent to each subsequent Advance hereunder, Borrower shall satisfy or
deliver evidence of the satisfaction of the following requirements:

                 a. Deliveries. Borrower will procure and deliver to Lender:

                          (i)       A separate Application for Advance for each
Building or group of Buildings for which an Advance is sought;

                          (ii)      An Affidavit of Borrower, including
Borrower's attestation that the Advance which is being requested relates to the
payment of the costs of labor, materials or services for the completed
construction of the Building through the specified Development Stage;





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<PAGE>   12
                          (iii)     Releases or waivers of mechanics' liens
from any independent third parties providing labor, materials or supplies for
construction of the Buildings;

                          (iv)      Copies of checks, paid bills or invoices
and purchase orders for all items in excess of One Thousand Dollars and No/100
($1,000.00) showing payment to all such third parties who have furnished
materials or services or performed labor of any kind in connection with the
construction of any of the Buildings covered by the Application for Advance;

                          (v) General ledger detail reports with respect to
such Application for Advance;

                          (vi)      Copies of all building and other
construction or development permits and approvals issued through the date of
such Advance;

                          (vii)     Reports from Lender's third party
consultants certifying to Lender that all construction performed through the
date of such Advance is in compliance with the Approved Budget, the Plans, and
the Construction Schedule and certifying that adequate funds remain under the
Approved Budget to complete construction of such Building.

                 b.       Loan Documents. Borrower shall execute and deliver
to, procure for and deposit with, and, if appropriate, record in the proper
records with all filing and recording fees paid, the Loan Documents and such
other documents, instruments, and certificates as Lender or Title Company may
require.

                 c.       No Default. There shall then exist no Default or
Event of Default.

                 d.       Representations and Warranties. The representations
and warranties made in this Loan Agreement shall be true and correct in all
material respects on and as of the date of each Advance, with the same effect
as if made on that date. Borrower shall inform Lender of any changes or
revisions to the representations and warranties set forth herein by disclosing
such facts in the Affidavit of Borrower. If any such changes or revisions are
determined by Lender in its sole discretion to be materially adverse, Lender
may refuse to make the requested Advance.

                 e.       Title Insurance. The Title Insurance shall be
endorsed and extended to the date of such Advance to cover each Advance subject
only to the Permitted Exceptions.





                                      -7-
<PAGE>   13
                 f.       Costs, Expenses and Fees. Borrower shall have paid
all costs, expenses and fees then due in accordance with the terms of this Loan
Agreement and all of the other Loan Documents.

         1.7     CONDITIONS PRECEDENT TO FINAL ADVANCES. As a condition
precedent to each final Advance for each Building hereunder, in addition to all
other requirements for subsequent Advances, completion of the Building shall
have occurred and Borrower must deliver the following items to Lender:

                 a.       Completion Certificate. A completion certificate from
the Inspecting Architects/Engineers.

                 b.       Compliance. Evidence that all Governmental
Requirements have been satisfied, including, but not limited to, delivery to
Lender, of (i) a certificate of occupancy (or its equivalent) if issued by
local Governmental Authorities, permitting the Building to be legally occupied
and (ii) an architect's certification that the Building is in compliance with
the accessibility requirements of the federal Fair Housing Act, the federal
Americans with Disabilities Act, and any applicable state law concerning fair
housing or accommodations for people with disabilities.

                 c.       No Liens. Evidence that no mechanic's or
materialman's lien or other encumbrance has been filed and remains in effect
against the Property.

                 d.       Lien Waivers. Final lien releases or waivers by the
Contractor, and all subcontractors, materialmen, and other independent third
parties who have supplied labor, materials, or services for the construction of
the Buildings, or who otherwise might be entitled to claim a contractual,
statutory, or constitutional lien against the Property, subject to retainage.

                 e.       Final Plat. A final plat containing an as built
location of the Building showing no encroachment off the property or on any
easement or setback area.

         1.8     CHANGES IN PLANS AND SPECIFICATIONS, APPROVED BUDGET OR
APPROVED CONSTRUCTION SCHEDULE. Without the prior written approval of Lender
there shall be no change in the Plans, the Approved Budget, the Approved
Construction Schedule, or any of the work or materials for any Building which
would (a) cause any line item or category of the cost breakdown (or any
detailed cost breakdown) to increase or decrease in cost in excess of ten (10)
percent; or (b) together with costs associated with prior changes in the Plans,
the Approved Budget, the Approved Construction Schedule, or any of the work or
materials for any Building, result in an increase in the total costs of such
changes in excess of ten (10) percent; or (c) regardless of cost, constitute a
material change in structure, design, function, or exterior





                                      -8-
<PAGE>   14
appearance of any of the Buildings; or (d) cause the estimated time to complete
the Building to extend beyond the Building Completion Date as set forth in the
Approved Construction Schedule; or (e) reduce the value of Lender's security;
or (f) extend any interim Building Completion Date by more than thirty (30)
days. Requested changes shall be submitted to Lender for approval on a form
acceptable to Lender accompanied by a copy of the plans and specifications or a
revised budget applicable to the changes. Lender shall review and approve or
disapprove any such change request within ten (10) days of receipt of such
written request from Borrower. As a condition to any such approval, Lender may
require, in its sole discretion, confirmation satisfactory to Lender of the
cost increase, if any, which would result from performance of the work
contemplated under such change. If it appears that performance of such work
shall result in such an increase, Lender may, in its sole discretion, condition
its approval upon a Borrower's Deposit of the amount of such increase or other
evidence satisfactory to Lender in its discretion that Borrower has the funds
necessary to provide for such cost increase.

         1.9     NO WAIVER. No Advance shall constitute a waiver of any
condition precedent to the obligation of Lender to make any further Advance or
preclude Lender from thereafter declaring the failure of Borrower to satisfy
such condition precedent to be an Event of Default.

              SECTION 2 REPRESENTATIONS AND WARRANTIES OF BORROWER

         Borrower hereby represents and warrants as follows:

         2.1     BORROWER EXISTENCE. Borrower is a corporation, duly formed,
validly existing and in good standing under the laws of the State of Texas and
qualified to do business in the states of Illinois, Missouri and any other
state where such qualification is required in connection with Borrower's sales
of timeshare product, with its principal place of business and chief executive
offices at its address set forth herein.

         2.2     FINANCIAL STATEMENTS. The Financial Statements are true,
correct, and complete in all material respects as of the dates specified
therein and the balance sheets, profit and loss statements and statements of
cash flow fairly present the financial condition of Borrower as of the dates
specified. No material adverse change has occurred in the financial condition
of Borrower since the dates of the Financial Statements.

         2.3     SUITS, ACTIONS. There are no actions, suits, or proceedings
pending or, to the knowledge of Borrower, threatened, in any court or before or
by any Governmental Authority against or affecting Borrower or the Property,
which involve or may involve individually or in the aggregate a claim or claims
for or an amount in controversy of $100,000.00 or more or which, if adversely
determined, would have a material adverse effect on the Property or impair the
ability of Borrower to complete its obligation under the Loan Documents or
which involve





                                      -9-
<PAGE>   15
the validity, enforceability, or priority of any of the Loan Documents, at law
or in equity. Borrower covenants to disclose in writing to Lender any event or
occurrence which causes the foregoing representation and warranty to no longer
be true upon Borrower's gaining knowledge of such event or occurrence.

         2.4     VALID AND BINDING OBLIGATION, NO BREACH OR DEFAULT. All of the
Loan Documents, and all other documents referred to herein to which Borrower is
a party, upon execution and delivery will constitute valid and binding
obligations of Borrower, enforceable in accordance with their terms except as
limited by Debtor Relief Laws. The consummation of the transactions
contemplated hereby, and the performance of any of the terms and conditions
hereof and of the other Loan Documents, will not result in a breach of, or
constitute a default in Borrower's organizational documents or in any mortgage,
deed of trust, lease, promissory note, loan agreement, credit agreement,
partnership agreement, or other agreement to which Borrower is a party or by
which Borrower may be bound or affected. To the best of its knowledge, Borrower
is not in default of any order of any court or any requirement of any
Governmental Authority.

         2.5     TITLE TO THE PROPERTY. Borrower holds full legal and equitable
title to the Property, subject only to the Permitted Exceptions.

         2.6     DISCLOSURE. There is no fact of which Borrower is aware that
Borrower has not disclosed to Lender in writing that could materially adversely
affect the property, business or financial condition of Borrower or the
Property. Borrower has furnished Lender with a true and complete copy of all
documents relating to construction of the Buildings.

         2.7     SYSTEM COMPLIANCE. The storm and sanitary sewer system, water
system, all mechanical systems of the Property and other parts of the
Improvements do (or when constructed will) comply with all applicable
environmental, pollution control and ecological laws, ordinances, rules and
regulations, and all Governmental Authorities having jurisdiction of the
Property have issued or to the best of Borrower's knowledge will issue all
necessary permits, licenses or other authorizations for the construction of the
Buildings (specifically including the named systems).

         2.8     SUBMITTALS. The Loan Documents and all Financial Statements,
Plans, budgets, schedules, opinions, certificates, confirmations, contractor's
statements, applications, rent rolls, affidavits, agreements, Construction
Contract and other materials submitted to the Lender in connection with or in
furtherance of the Loan Documents by or on behalf of the Borrower fully and
fairly state in all material respects the matters with which they purport to
deal, and neither misstate any material fact, nor, separately or in the
aggregate, fail to state any material fact necessary to make the statements
made not misleading; provided, however, that such





                                      -10-
<PAGE>   16
representation and warranty is made to the best of Borrower's knowledge with
respect to such materials submitted to Lender which were prepared by parties
other than Borrower or its employees.

         2.9     UTILITY AVAILABILITY. All utility and municipal services
required for the construction, occupancy and operation of the Buildings and
Units, including, but not limited to, water supply, storm and sanitary sewer
systems, electric and telephone facilities, are available for use and tap-on at
the boundaries of the Property and will be available in sufficient amounts for
the normal and intended use of the Buildings and Units, and written permission
has been or will be obtained from the applicable utility companies or
municipalities to connect the Buildings and Units into each of said services.

         2.10    GOVERNMENTAL REQUIREMENTS. The Property, the Buildings and the
Units are and at all times during the Loan will be constructed, operated and
sold in compliance with all zoning requirements, building codes, subdivision
improvement agreements, licensing requirements, all covenants, conditions and
restrictions of record, and all other Governmental Requirements and there are
no Governmental Requirements prohibiting the use and operation of the Property
for timeshare purposes. The zoning and subdivision approval of the Property and
the right and ability to construct, use or operate the Buildings are not in any
way dependent on or related to any real estate other than the Property. To
Borrower's knowledge, there are no, nor are there any alleged or asserted,
violations of Governmental Requirements, law, regulations, ordinances, codes,
permits, licenses, declarations, covenants, conditions, or restrictions of
record, or other agreements relating to the Property, the Buildings, the Units
or any part thereof. Borrower has obtained or is not aware of reasons why it
cannot obtain all necessary permits, licenses, consents and approvals to
develop and operate the Property as a timeshare project in accordance with the
requirements of this Agreement and to sell the Interval Units in full
compliance with applicable law.

         2.11    PROPERTY ACCESS. The Property has adequate access through
fully improved private or dedicated roads.

         2.12    FLOOD HAZARDS/WETLANDS. None of the Buildings shall be located
in areas designated as flood zones that are prone to flooding as defined in the
Flood Disaster Protection Act of 1973, as amended, and the Property is not
located within a wetlands as defined by any Governmental Authority.

         2.13    CONTRACTS WITH AFFILIATES. Borrower owns no stock or interest
in any other Person and has no Affiliates which have any involvement or
interest in the Property in any way, and no such ownership or interest will be
acquired by Borrower during the term of the Loan.





                                      -11-
<PAGE>   17
The representation and warranty made in this Section 2.13 shall remain true
throughout the term of the Loan.

         2.14    OTHER LIENS AND ASSIGNMENTS. Borrower has not placed nor
permitted to be placed, nor will Borrower during the term of the Loan place nor
permit to be placed, upon any of the Property or any Resort, any first lien,
pledge or collateral assignment that encumbers an entire Resort or any
assignment of management contracts or any other contracts concerning the
operations of an entire Resort to any other lender extending a credit facility
or loan to Borrower for construction of new Interval Units, nor will Borrower,
for so long as Lender has a mortgage on a Building, pledge to any other lender
a security interest in any Notes Receivable, Deeds of Trust, purchase and sale
contracts, contracts for deed or any other receivable generated from the sale
of Interval Units in such Building.

         2.15    INDUCEMENT TO LENDER. The representations and warranties in
this Section 2 and the covenants and agreements of Borrower set forth in
Section 3 below and contained in the Loan Documents are made by Borrower as an
inducement to Lender to make the Loan and Borrower understands that Lender is
relying on such representations, warranties, covenants and agreements which
shall be true and correct at all times while the Loan is outstanding and shall
survive any (a) bankruptcy proceedings involving Borrower or the Property, or
(b) foreclosure of the Mortgage, or (c) conveyance of title to the Property to
the Lender in lieu of foreclosure of the Mortgage.

Acceptance of each Advance constitutes reaffirmation, as of the date of such
acceptance, of the representations, warranties, covenants and agreements of
Borrower in the Loan Documents except as disclosed in the Affidavit of Borrower
(if accepted by Lender), on which Lender shall rely in making such Advance.

                 SECTION 3 COVENANTS AND AGREEMENTS OF BORROWER

         Borrower hereby covenants and agrees as follows:

         3.1     MANDATORY PRINCIPAL PAYMENTS. Borrower shall pay Lender the
Unit Release Payment for each Unit no later than the date upon which such Unit
is Released into the Timeshare Inventory, but in no event shall the Unit
Release Payment for a particular Unit be paid to Lender later than eighteen
(18) months from the commencement of construction of the Building within which
such Unit is located, which payments shall be applied under the Loan as set
forth herein and in the other Loan Documents. Commencing with the first month
after the commencement of construction of a Building, no later than the tenth
(10th) day of each month thereafter, Borrower shall deliver to Lender a sales
report for each Resort within which Lender is providing Advances for
construction of a Building showing all sales of Interval Units within





                                      -12-
<PAGE>   18
any such Building, including any sales which occur prior to the completion of
construction of such Building, which sales report shall be certified by
Borrower as accurate. On or before the fifteenth (15th) day and the last day of
each month, Lender shall provide Borrower with partial releases from the lien
of the Mortgage for each Unit for which Lender has been paid the applicable
Unit Release Payment at least five (5) days prior to such date.

         3.2     COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS, NOTICE OF
GOVERNMENTAL AUTHORITY, ESCROW. Borrower shall timely comply with all
Governmental Requirements applicable to the Borrower, the Buildings and the
Resorts. Borrower shall timely comply with and promptly furnish to Lender true
and complete copies of any notice or claim by any Governmental Authority
pertaining to the Property. Borrower shall timely and properly comply with all
Governmental Requirements regarding the escrow of sales proceeds of Interval
Units.

         3.3     CONSTRUCTION OF THE BUILDINGS.

                 a.       Borrower shall commence construction of the Buildings
on or before the date set forth for commencement of construction in the
Approved Construction Schedule and the construction of each Building shall be
prosecuted with diligence and continuity, in a good and workmanlike manner, and
in accordance with sound building and engineering practices, all applicable
Governmental Requirements, the Plans, the Approved Budget, the Approved
Construction Schedule, and shall comply with all covenants, conditions and
restrictions affecting the Property. Borrower shall not permit cessation of
work for a period in excess of thirty (30) days without the written consent of
Lender (unless such cessation is caused by strike, riot, shortage of materials
or acts of God, in which case such cessation shall not exceed sixty (60) days),
and shall complete construction of each Building on or before the applicable
Building Completion Date, free and clear of all liens other than the Permitted
Exceptions and the Loan Documents (except those as to which Borrower has
furnished a bond or other security acceptable to Lender and otherwise complied
with the requirements of Section 3.17 below).

                 b.       Borrower hereby absolutely, unconditionally, and
irrevocably guarantees the completion of construction of each Building upon
which an Advance is made, and such guaranty (i) is independent of Borrower's
obligations under the Note, (ii) shall expressly survive foreclosure of any
Mortgage, and (iii) shall not be impaired or affected by any renewals or
extensions for payment of interest or principal under the Note or any
forbearance or delay in collecting interest or principal under the Note, or by
any waiver by Lender under the Mortgage or any other Loan Documents, or by
Lender's failure or election not to pursue any other remedies it may have
against Borrower, or by any change or modification in the Note, Mortgage or any
other Loan Documents, or by the acceptance by Lender of any additional security
or any increase, substitution or change therein, or by the release by Lender of
any security or any withdrawal thereof or decrease therein. Lender may at any
time enter into agreements with





                                      -13-
<PAGE>   19
Borrower to amend and modify the Note, Mortgage or other Loan Documents, and
may waive or release any provision or provisions of the Note, Mortgage and
other Loan Documents, and, with reference to such instruments, may make and
enter into any such agreement or agreements as Lender and Borrower may deem
proper and desirable, without in any manner impairing or affecting Borrower's
completion guaranty or any of Lender's rights hereunder.

                 c.       If for any reason or under any contingency (i)
Borrower shall abandon construction of any Building upon which an Advance has
been made, (ii) Borrower shall fail to complete any Building in accordance with
the Approved Construction Schedule, Governmental Requirements and the Approved
Budget and in the manner provided in, and in accordance with the terms of, this
Loan Agreement, and pay all costs thereof, (iii) Lender takes possession of the
any Building prior to the completion of construction by reason of any default
of Borrower under any Loan Document, or, (iv) the right of Borrower to receive
any other or further Advances under any Loan Document shall be terminated in
accordance with the terms thereof, then, in any such event, Lender shall have
the right, but no obligation, to enter into possession of such Building or
Buildings and take all actions necessary in Lender's opinion to effect the
completion of such Building or Buildings and, at Borrower's cost and expense,
to cause the Building or Buildings to be fully completed and to pay all costs
and expenses in connection with the construction of such Building or Buildings.
Notwithstanding the above, Lender, at Lender's sole option, shall have the
right to complete such Buildings with changes or modifications in the plans and
specifications therefor which Lender reasonably deems necessary for the
completion of such Buildings, and expend such sums as Lender deems proper in
order to complete such Buildings. The amount of any and all expenditures made
by Lender shall be immediately due and payable by Borrower to Lender.

         3.4     CORRECTION OF DEFECTS. Borrower shall correct or cause to be
corrected (a) any defect in the Buildings, (b) any material departure in the
construction of the Buildings from the Plans, (c) any violation of any
Governmental Requirements, or any violation of any covenants, conditions and
restrictions affecting the Property, if applicable, and (d) any encroachment by
any part of the Buildings, or any structure located on the Property, on any
easement, property line, or restricted area, or any encroachment by any such
structure on any building setback line.

         3.5     STORAGE OF MATERIALS. Borrower shall cause all materials
supplied for, or intended to be utilized in, the construction of the Buildings,
but not affixed to or incorporated into the Buildings or the Property, to be
stored on the Property, with adequate safeguards, as reasonably required by
Lender, to prevent loss, theft, damage, or commingling with other materials or
projects.





                                      -14-
<PAGE>   20
         3.6     INSPECTION OF THE PROPERTY AND BOOKS AND RECORDS. Borrower
shall permit Lender, and its agents and representatives, to enter upon the
Property and any location where materials intended to be utilized in the
construction of the Buildings are stored, for the purpose of inspection of the
Property and such materials at all reasonable times.  Borrower shall permit
Lender at all reasonable times, upon five (5) days advance written notice to
Borrower, to examine and copy the books and records of Borrower pertaining to
the Loan and the Property, and all sales and marketing records, contracts,
statements, invoices, bills, and claims for labor, materials, and services
supplied for the construction of the Buildings.

         3.7     CASUALTY, CONDEMNATION. Borrower shall promptly notify Lender
of any fire or other casualty or any notice of taking or eminent domain action
or proceeding affecting the Property, or the threat of any such action or
proceeding of which Borrower becomes aware. Provided no Event of Default then
exists and Borrower certifies as to same, the net insurance proceeds shall be
paid to Lender but shall be made available by Lender for the restoration or
repair of the Property if: (i) in Lender's reasonable judgment (a) restoration
or repair and the continued operation of the Resort is economically feasible,
and (b) the value of Lender's security is not reduced; (ii) the cost of
restoration or repair does not exceed the net insurance proceeds or Borrower or
the Association shall provide a Borrower's Deposit or other evidence
satisfactory to Lender in its sole discretion that Borrower or the Association
can pay all costs of restoration in excess of such net insurance proceeds;
(iii) the loss does not occur in the six (6) month period preceding the
Maturity Date as defined in the Construction Note; (iv) Borrower has sufficient
business interruption insurance to provide alternative accommodations for all
owners or users entitled to occupancy at the Project affected by such casualty
loss; and (v) Lender's Inspecting Architect/Engineers certify that the
restoration of the Property can be completed at least ninety (90) days prior to
the Maturity Date. Borrower or the Association shall pay all amounts, in
addition to the net insurance proceeds, necessary to pay in full the cost of
the restoration or repair.

         Notwithstanding the foregoing, it shall be a condition precedent to
any disbursement of insurance proceeds held by Lender hereunder that Lender
shall have approved (x) all plans and specifications for any proposed repair or
restoration; (y) the construction schedule; and (z) the architect's and general
contractor's contracts for restoration.  Lender may establish other conditions
it deems reasonably necessary to assure the work is fully completed in a good
and workmanlike manner free of all liens or claims by reason thereof, and in
compliance with all applicable laws, rules and regulations. At Lender's option,
the net insurance proceeds shall be disbursed pursuant to a construction escrow
acceptable to Lender. If an Event of Default then exists, or any of the
conditions set forth in this subsection have not been met or satisfied, the net
insurance proceeds (after deduction of Lender's reasonable costs and expenses,
if any, in collecting same) shall be applied to the Loan in such order and
manner as Lender may elect, whether or not due and payable, with any excess
paid to Borrower.





                                      -15-
<PAGE>   21
         The proceeds of any award, payment or claim for damages, direct or
consequential, in connection with any condemnation or other taking of any
Building or any portion of the Property, or for conveyances in lieu of
condemnation, are hereby assigned to and shall be paid to Lender. Lender is
authorized (but is under no obligation) to collect any such proceeds. The
proceeds of any such award shall be made available by Lender for repair or
restorations of the Property in the same manner and upon the same conditions as
those set forth above for net insurance proceeds.

         Anything to the contrary herein notwithstanding, for so long as any
part of the Property is subject to the Declaration of CCRs, any and all
insurance proceeds arising from any damage or destruction to any part of the
Property and any and all awards and payments with respect to condemnation or
conveyances in lieu thereof received by Lender shall be delivered and paid out
by Lender to any insurance trustee under the Declaration of CCRs, to be
distributed and used in accordance with the provisions of the Declaration of
CCRs.

         3.8     APPLICATION OF ADVANCES. Borrower shall apply all Advances for
reimbursement of costs and expenses specified in the Approved Budget, and for
no other purpose.

         3.9     BORROWER'S DEPOSIT. In accordance with Sections 1.8 and 3.7
above, Lender may require a Borrower's Deposit to be made which Lender shall
place in an interest bearing account and disburse in accordance with Sections
1.8 or 3.7 as applicable.

         3.10    DIRECT DISBURSEMENT AND APPLICATION BY LENDER. Upon an Event
of Default, Lender shall have the right, but not the obligation, to disburse
and directly apply the proceeds of any Advance or the unadvanced balance of the
Loan to the satisfaction of any of Borrower's obligations hereunder or under
any of the other Loan Documents. Any Advance by Lender for such purpose, except
Borrower's Deposit, shall be part of the Loan and shall be secured by the Loan
Documents. Borrower hereby authorizes Lender to hold, use, disburse, and apply
the Loan and the Borrower's Deposit, if any, for payment of costs of
construction of the Buildings, reasonable expenses incident to the Loan and the
Property, and the payment or performance of any obligation of Borrower
hereunder or under any of the other Loan Documents.  Borrower hereby assigns
and pledges the proceeds of the Loan and the Borrower's Deposit to Under for
such purposes. Upon an Event of Default, Lender may advance and incur such
Costs as Lender reasonably deems necessary for the completion of construction
of the Buildings and to preserve the Property, and any other security for the
Loan, and such Costs, even though in excess of the amount of the Loan, shall be
secured by the Loan Documents and payable to Lender.

         3.11    COSTS AND EXPENSES. Borrower shall pay when due all costs and
expenses required by this Loan Agreement, including, without limitation,  
(a) all taxes and assessments applicable to the Property, (b) all fees, charges
and taxes in connection with filing or recording





                                      -16-
<PAGE>   22
the Loan Documents, (c) all fees and commissions lawfully due to brokers,
salesmen, and agents in connection with the Loan or the Property, (d) the cost
of the plats and surveys, (e) all premiums for the Insurance Policies, and 
(f) all other costs and expenses payable to third parties incurred by Borrower
in connection with the consummation of the transactions contemplated by this
Loan Agreement. Any costs and expenses to be paid by Borrower to Lender shall
be due as a condition precedent to any Advance, or at Lender's election, within
ten (10) days of Borrower's receipt of written notification of such costs and
expenses from Lender.

         3.12    ADDITIONAL DOCUMENTS. Borrower shall execute and deliver to
Lender, from time to time as requested by Lender, such other documents as shall
reasonably be necessary to provide the rights and remedies to Lender granted or
provided for by the Loan Documents.

         3.13    NO LIABILITY OF LENDER.   Lender shall have no liability,
obligation, or responsibility whatsoever with respect to the construction of
the Buildings except to advance the Loan and the Borrower's Deposit pursuant to
this Loan Agreement. Lender shall not be obligated to inspect the Property or
the construction of the Buildings, nor be liable or responsible for any defect
in the Property or the Buildings by reason of Inspecting same, nor be liable
for the performance or default of Borrower, the Inspecting
Architects/Engineers, Contractor, or any other party, or for any failure to
construct, complete, protect, or insure the Buildings, or for the payment of
costs of labor, materials, or services supplied for the construction of the
Buildings, or for the performance of any obligation of Borrower whatsoever.
Nothing including without limitation any Advance or acceptance of any document
or instrument, shall be construed as a representation or warranty, express or
implied, to any party by Lender.

         3.14    NO CONDITIONAL SALE CONTRACTS, ETC. No materials, equipment,
or fixtures shall be supplied, purchased, or installed for the construction of
the Buildings pursuant to security agreements, conditional sale contracts,
lease agreements, or other arrangements or understandings whereby a security
interest or title is retained by any party or the right is reserved or accrues
to any party to remove or repossess any materials, equipment, or fixtures
intended to be utilized in the construction or operation of the Buildings.

         3.15    DEFENSE OF ACTIONS. Lender may (but shall not be obligated to)
commence, appear, in, or defend any action or proceeding purporting to affect
the Loan, the Property, or the respective rights and obligations of Lender and
Borrower pursuant to this Loan Agreement. Lender may (but shall not be
obligated to) pay all reasonable necessary expenses, including reasonable
attorneys' fees and expenses incurred in connection with such proceedings or
action, which Borrower agrees to repay to Lender on demand; provided, however,
in any action directly between Borrower and Lender, the provisions of Section
5.14 shall apply.





                                      -17-
<PAGE>   23
         3.16    PROHIBITION ON TRANSFER OF PROPERTY OR ASSIGNMENT OF
BORROWER'S INTEREST, CHANGE IN MANAGEMENT.  Borrower, without the prior written
consent of Lender, shall not (a) transfer, lease or mortgage (i) all or any
part of the Property, or any interest therein or (ii) all or any interest in
management contracts relating to any Resort or any other contracts or
agreements regarding operations of any Resort except for (1) the sale of
Interval Units in arms length transactions, (2) the lien of the Loan Documents,
(3) the transfer of personal property permitted herein, or (4) the Permitted
Exceptions or (b) change in any material way the every day involvement of
Robert Mead as the Chief Executive Officer of Borrower, provided that Lender
will not unreasonably withhold its consent to such change.

         3.17    PAYMENT OF CHARGES. Borrower shall promptly pay or cause to be
paid when due all costs and expenses incurred in connection with the Property
and the construction of the Buildings, and Borrower shall keep the Property
free and clear of any lien, tax, judgment, charge, or claim (the "CHARGES")
other than the encumbrances of the Mortgage, the Permitted Exceptions, and
other liens approved in writing by Lender. Notwithstanding anything to the
contrary contained in this Loan Agreement, Borrower may (a) discharge in
accordance with applicable law any such Charge or contest the validity or
amount of any claim of any contractor, consultant, architect, or other Person
providing labor, materials, or services with respect to the Property, (b)
contest any tax or special assessments levied by any Governmental Authority,
and (c) contest the enforcement of or compliance with any Governmental
Requirements. Any such contest on the part of Borrower shall not be an Event of
Default hereunder provided that (i) during the pendency of any such contest
Borrower shall, if requested by Lender, furnish to Lender and Title Company an
indemnity bond from a corporate surety satisfactory to Lender and Title
Company in an amount equal to one hundred fifty percent (150%) of the amount
being contested or other security reasonably acceptable to them; and (ii)
Borrower shall pay any amount adjudged by a court of competent jurisdiction
(including appellate courts) to be due, with all costs, interest, and penalties
thereon, before such judgment becomes a lien on the Property; and (iii)
Borrower fulfills all of Borrower's obligations under this Loan Agreement
during the pendency of any such contest.

         3.18    RESTRICTIONS AND ANNEXATION. Other than the Permitted
Exceptions, Borrower shall not impose any covenants, easements or other
encumbrances upon the Property, execute or file any subdivision plat affecting
the Property, or consent to the annexation of the Property to any city without
the prior written consent of Lender, which shall not be unreasonably withheld.

         3.19    CURRENT FINANCIAL REPORTS. So long as any portion of the Loan
remains outstanding, Borrower shall furnish the following to Lender:





                                      -18-
<PAGE>   24
                 a.       Ouarterly Financial Reports. Within forty-five (45)
days after the end of each fiscal quarterly period, unaudited financial
statements of Borrower and the Association, certified by the chief financial
officer of the subject thereof.

                 b.       Year-End Financial Reports. As soon as available and
in any event within one hundred and twenty (120) days after the end of each
fiscal year of Borrower: (i) the balance sheet of Borrower as of the end of
such year and the related statements of income and cash flow for such Fiscal
Year; (ii) a schedule of all outstanding indebtedness of Borrower describing in
reasonable detail each such debt or loan outstanding and the principal amount
and amount of accrued and unpaid interest with respect to each such debt or
loan; and (iii) with respect to the financial statements of Borrower, copies of
reports from a firm of independent certified public accountants selected by
Borrower, which report shall be unqualified as to going concern and scope of
audit and shall state that such financial statements present fairly the
financial position of Borrower as of the dates indicated and the results of its
operations and cash flow for the periods indicated in conformity with GAAP.

                 c.       Audit Reports. Promptly upon receipt thereof, one (1)
copy of each other report submitted to Borrower by independent public
accountants in connection with any annual, interim or special audit made by
them of the books of Borrower.

                 d.       Other Reports.   Such other reports, statements,
notices or written communications relating to the Borrower, any other party or
a Resort as Lender may require, in its reasonably discretion.

                 e.       SEC Reports. Promptly upon their becoming available
one (1) copy of each financial statement, report, notice or proxy statement
sent by Borrower to security holders generally, and of each regular or periodic
report and any registration statement, prospectus or written communication
(other than transmittal letters) in respect thereof filed by Borrower with, or
received by Borrower in connection therewith from, any securities exchange or
the Securities and Exchange Commission or any successor agency.

         3.20    TAX RECEIPTS. Borrower shall furnish Lender with receipts or
tax statements marked "Paid" to evidence the payment of all taxes levied on the
Property prior to the date such taxes become delinquent.

         3.21    NOTICE OF LITIGATION, CLAIMS, AND FINANCIAL CHANGE. Borrower
shall promptly inform Lender of (a) any litigation against Borrower or
affecting the Property, which, if determined adversely, might have a material
adverse effect upon the financial condition of Borrower or upon the Property,
or might cause an Event of Default, (b) any claim or





                                      -19-
<PAGE>   25
controversy which might become the subject of such litigation, and (c) any
material adverse change in the financial condition of Borrower.

         3.22    NO OCCUPANCY CONTRARY TO BUILDER'S RISK POLICY. The Buildings
or any element thereof shall not be occupied until Borrower has obtained and
furnished to Lender (a) a certificate of occupancy (or its equivalent), if
applicable, issued by the local Governmental Authorities with jurisdiction over
construction of the Buildings, and (b) replacement coverage in the form of an
all-risk insurance policy upon the completed Buildings or element thereof,
which policy will not be impaired by the occupancy of the Buildings and is
reasonably satisfactory to Lender.

         3.23    HOLD HARMLESS. Borrower shall defend, at its own cost and
expense, and hold Lender harmless from, any proceeding or claim in any way
relating to the Property or the Loan Documents. Subject to the provisions of
Section 5.14, all Costs incurred by Lender in protecting its interests 
hereunder, including all court costs and reasonable attorney's fees and
expenses, shall be borne by Borrower. The provisions of this Section shall
survive the payment in full of the Loan and all other indebtedness secured by
the Mortgage and the release of the Mortgage as to events occurring and causes
of action arising before such payment and release.

         3.24    CROSS DEFAULT, CROSS COLLATERALIZATION. The documents and
instruments evidencing and securing the Interval Receivables Loan shall also
secure the Loan. Any Event of Default under the Receivables Loan Agreement or
under the other Loan Documents shall be an Event of Default hereunder.

         3.25    MODIFICATIONS TO RESORT DOCUMENTS. Borrower shall not, without
Lender's prior written consent, amend, modify or supplement the Declaration of
CCRs or any of the other documents relating to the creation or operation of the
timeshare project on any Resort (the "RESORT DOCUMENTS") unless such amendment,
modification or supplement is required either to cause additional Interval
Units to be annexed into the timeshare regime or by law, whereupon Borrower
shall implement same and give prompt written notice thereof to Lender.

         3.26    SUBORDINATED OBLIGATIONS. All indebtedness of Borrower,
whether now existing or coming into existence while the Loan remains
outstanding, to any shareholder, Partner, or Affiliate of Borrower shall be
subordinated to the Construction Note, and to any indebtedness secured under
the Interval Receivables Loan. Borrower hereby represents and warrants to
Lender that there is no indebtedness or liability of Borrower to any
shareholder, Partner, or Affiliate of Borrower except for salaries and other
compensation due officers and directors as of the date of this Agreement.
Borrower agrees not to enter into or incur any debt to shareholders, Partners
or Affiliates during the term of the Loan without Lender's prior consent





                                      -20-
<PAGE>   26
and if such consent is given, Borrower and all other parties to such debt shall
properly execute a Debt Subordination Agreement with Lender.

         Upon an Event of Default, Borrower will not, directly or indirectly,
(a) permit any payment to be made in respect of any indebtedness, liabilities
or obligations direct or contingent, to any Affiliates, which payments shall be
and are hereby made subordinate to the payment of principal of, and interest
on, the Construction Note, or any indebtedness secured under the Interval
Receivables Loan, or (b) permit the amendment, rescission or other modification
of any of Borrower's subordinated obligations in such a manner as to affect
adversely the lien priority of the Lender in any property, real or personal,
pledged to secure any of the foregoing Loan Documents.

         3.27    APPROVED POS. Prior to engaging in the sale of any Intervals,
Borrower shall obtain approval of the POS from the states with jurisdiction
over approval of the POS. Borrower shall secure Lender's approval of all
amendments to any POS to incorporate the sale of Interval Units pursuant to
contracts for deed, and Borrower shall not engage in the sale of any Interval
Units by a contract for deed except pursuant to a POS approved by Lender and
the applicable Governmental Authorities.

                    SECTION 4 RIGHTS AND REMEDIES OF LENDER

         4.1     RIGHTS OF LENDER. Upon the occurrence of an Event of Default,
Lender shall have the right, in addition to any other right or remedy of Lender
as set forth in the Loan Documents, but not the obligation, (a) to declare the
Loan immediately due and payable, (b) to terminate Lender's obligation to
disburse the Loan at the Borrower's Deposit and all other obligations of Lender
hereunder and under the Loan Documents, and (c) in its own name or in the name
of Borrower, to enter into possession of the Property, to perform all work
necessary to complete the construction of the Buildings substantially in
accordance with the Plans, Governmental Requirements, and the requirements of
any lessee, if applicable, and to employ watchmen and other safeguards to
protect the Property.

         4.2     APPOINTMENT OF LENDER AS ATTORNEY-IN-FACT. Borrower hereby
appoints Lender as the attorney-in-fact of Borrower, with full power of
substitution, and in the name of Borrower, if Lender elects to do so, upon the
occurrence of an Event of Default, to (a) use such sums as are reasonably
necessary, including any proceeds of the Loan and the Borrower's Deposit, if
any, make such changes or corrections in the Plans, the construction of the
Buildings, the Approved Budget, the Approved Construction Schedule, and employ
such architects, engineers, and contractors as may be reasonably required for
the purpose of completing the construction of the Buildings substantially in
accordance with the Plans and Governmental Requirements; (b) execute all
applications and certificates in the name of Borrower which may





                                      -21-
<PAGE>   27
be required for completion of construction of the Buildings; (c) endorse the
name of Borrower on any checks or drafts representing proceeds of the Insurance
Policies, or other checks or instruments payable to Borrower with respect to
the Property; (d) do every act with respect to the construction of the
Buildings which Borrower may do; and (e) prosecute or defend any action or
proceeding incident to the Property. The power of attorney granted hereby is a
power coupled with an interest and is irrevocable. Lender shall have no
obligation to undertake any of the foregoing actions, and, if Lender should do
so, it shall have no liability to Borrower for the sufficiency or adequacy of
any such actions taken by Lender.

         4.3     FUNDS OF LENDER. Any funds of Lender used for any purpose
referred to in this Article 5 shall constitute Advances secured by the Loan
Documents and shall bear interest at the rate specified in the Construction
Note to be applicable after default hereunder.

         4.4     NO WAIVER OR EXHAUSTION. No waiver by Lender of any of its
rights or remedies hereunder, in the other Loan Documents, or otherwise, shall
be considered a waiver of any other or subsequent right or remedy of Lender; no
delay or omission in the exercise or enforcement by Lender of any rights or
remedies shall ever be construed as a waiver of any right or remedy of Lender;
and no exercise or enforcement, of any such rights or remedies shall ever be
held to exhaust any right or remedy of Lender.

         4.5     MARSHALLING WAIVER. Borrower waives any and all rights to
require the marshalling of assets in connection with the exercise of any of the
remedies hereunder.

                            SECTION 5 MISCELLANEOUS

         5.1     NOTICES. Any notice or other communication required or
permitted to be given shall be in writing addressed to the respective party as
set forth below and may be personally served, telecopied, or sent by overnight
courier, or sent by registered or certified U.S. Mail return receipt requested,
and shall be deemed given: (a) if served in person, when served; (b) if
telecopied, on the date of transmission if before 3:00 p.m. (Chicago time) on a
business day otherwise, on the next business day; provided that a confirmation
of the receipt of any such telecopy is obtained and retained by the sending
party and that a hard copy of such notice is also sent pursuant to (c) or (d)
below; (c) if by overnight courier, on the first business day after delivery to
the courier; or (d) if by certified or registered U.S.  Mail, return receipt
requested, on the fourth (4th) day after deposit in the mail postage prepaid.
For purposes of this Agreement, the term "business day" shall mean a day on
which banks are open for business in Illinois.





                                      -22-
<PAGE>   28
Notices to Borrower:          SILVERLEAF RESORTS, INC.
                              1221 Riverbend, Suite 120
                              Dallas, Texas
                              Attn: Robert Mead
                              Telecopy: 214/905-0514
                              
With a copy to:               Meadows, Owens, Collier, Reed,
                               Cousins & Blau, LLP
                              3700 NationsBank Plaza
                              901 Main Street
                              Dallas, Texas 75202
                              Telephone: 214/744-3200 or
                                        1/800/451-0093
                              Facsimile: 214/747-3732
                              
Notices to Lender:            HELLER FINANCIAL, INC.
                              Attn: Portfolio Manager, Vacation Ownership
                                    HFI Loan No. 94-117
                              500 West Monroe St.
                              Chicago, Illinois 60661
                              Telecopy: (312) 441-7924
                              
With a copy to:               HELLER FINANCIAL,INC.
                              Legal Services Department
                              Attn: General Counsel
                                    HFI Loan No. 94-117
                              500 West Monroe St.
                              Chicago, Illinois 60661
                              Telecopy: (312) 441-7872

         5.2     ENTIRE AGREEMENT AND MODIFICATIONS. The Loan Documents
constitute the entire understanding and agreement between the undersigned with
respect to the transactions arising in connection with the Loan and supersede
all prior written or oral understandings and agreements between the undersigned
in connection therewith. No provision of this Loan Agreement or the other Loan
Documents may be modified, waived, terminated, supplemented, changed or amended
except by a written instrument executed by both parties hereto.

         5.3     SEVERABILITY. In case any of the provisions of this Loan
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable, such invalidity, illegality, or





                                      -23-
<PAGE>   29
unenforceability shall not affect any other provision hereof, and this Loan
Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.

         5.4     ELECTION OF REMEDIES. Lender shall have all of the rights and
remedies granted in the Loan Documents and available at law or in equity, and
these same rights and remedies shall be cumulative and may be pursued
separately, successively, or concurrently against Borrower or any property
encumbered by the Loan Documents, at the sole discretion of Lender. The
exercise or failure to exercise any of the same shall not constitute a waiver
or release thereof or of any other right or remedy, and the same shall be
nonexclusive.

         5.5     FORM AND SUBSTANCE. All documents, certificates, insurance
policies, evidence, and other items required under this Loan Agreement to be
executed and/or delivered to Lender shall be in form and substance reasonably
satisfactory to Lender.

         5.6     LIMITATION ON INTEREST. In no event whatsoever shall the
amount of interest paid or agreed to be paid to Lender pursuant to this Loan
Agreement, the Construction Note or any of the Loan Documents exceed the
highest lawful rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision of this Loan Agreement,
the Construction Note and the other Loan Documents shall involve exceeding the
lawful rate of interest which a court of competent jurisdiction may deem
applicable hereto ("EXCESS INTEREST"), then ipso facto, the obligation to be
fulfilled shall be reduced to the highest lawful rate of interest permissible
under such law and if, for any reason whatsoever, Lender shall receive, as
interest, an amount which would be deemed unlawful under such applicable law,
such interest shall be applied to the outstanding principal balance of the Loan
(whether or not due and payable), and not to the payment of interest, or shall
be refunded to Borrower if such Loan has been paid in full.  Neither Borrower
nor any endorser shall have any action against Lender for any damages
whatsoever arising out of the payment or collection of any such Excess
Interest.

         5.7     NO THIRD PARTY BENEFICIARY. This Loan Agreement is for the
sole benefit of Lender and Borrower and is not for the benefit of any third
party.

         5.8     BORROWER IN CONTROL. In no event shall Lender's rights and
interests under the Loan Documents be construed to give Lender the right to, or
be deemed to indicate that Lender is in control of the business, management or
properties of Borrower or has power over the daily management functions and
operating decisions made by Borrower.

         5.9     NUMBER AND GENDER. Whenever used herein, the singular number
shall include the plural and the plural the singular, and the use of any gender
shall be applicable to all





                                      -24-
<PAGE>   30
genders. The duties, covenants, obligations and warranties of Borrower in this
Loan Agreement shall be joint and several obligations of Borrower and of each
Borrower if more than one.

         5.10    CAPTIONS. The captions, headings, and arrangements used in
this Loan Agreement are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions hereof.

         5.11    APPLICABLE LAW. This Loan Agreement and the Loan Documents
shall be governed by and construed in accordance with the laws of the State of
Illinois and the laws of the United States applicable to transactions within
such state, except that the provisions of the laws of the states of Illinois,
Missouri and Texas shall be applicable to the creation, perfection and
enforcement of the lien created by the Mortgage in such state.

         5.12    VENUE. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND
IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO
BORROWER, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL
BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

         5.13    JURY TRIAL WAIVER. BORROWER AND LENDER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. BORROWER AND LENDER
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER WARRANT AND
REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.





                                      -25-
<PAGE>   31
         5.14    ATTORNEYS' FEES.          In any action hereunder between the
parties hereto the prevailing party shall be entitled to reasonable attorneys'
fees and costs including those for pretrial, trial and appellate proceedings.

         5.15    COMMITMENT FEE. Borrower has agreed to pay Lender a commitment
fee in the amount of One Hundred Thousand Dollars and No/100 ($100,000.00) in
connection with the Loan which Borrower agrees is fully earned and payable,
plus an additional one percent (1.0%) of all funds advanced under the Loan in
excess of Ten Million Dollars and No\100 ($10,000,000.00).

         5.16    COUNTERPARTS. This Agreement may be signed in multiple
counterparts which taken together shall constitute the entire agreement between
the parties.

         IN WITNESS WHEREOF, the parties set their hands the date above first
written.


BORROWER:                                     LENDER:

SILVERLEAF RESORTS, INC.,                     HELLER FINANCIAL, INC., a Delaware
a Texas corporation                           corporation

By: /s/ ROBERT E. MEAD                        By: /s/ ELISA NICELY
   --------------------------------------        -------------------------------
Robert E. Mead, Chief Executive Officer       Its: Assistant Vice President
                                                  ------------------------------




                                      -26-
<PAGE>   32

                                    APPENDIX

                                 DEFINED TERMS

         For purposes of this Loan Agreement, the following terms shall have
the respective meanings assigned to them:

         ADVANCE. A disbursement by Lender of any of the proceeds of the Loan.
Each Advance shall be for reimbursement to Borrower of amounts paid by Borrower
through the date of such Advance in accordance with the Approved Budget.

         AFFIDAVIT OF BORROWER. A sworn affidavit of Borrower (and such other
parties as Lender may require) to the effect that all statements, invoices,
bills, and other expenses incident to the construction of a Building incurred
to a specified date, whether or not specified in the Approved Budget, have been
paid in full, except for amounts retained pursuant to the Construction
Contract, also including Borrower's attestation that the Advance which is being
requested relates to the payment of the costs of labor, materials or services
for the completed construction of the specified Development Stage or
Development Stages of a particular Building or Buildings as indicated.

         AFFILIATE. Any Person that (i) directly or indirectly, through one or
more intermediaries, controls or is controlled by or is under common control
with Borrower or (ii) any officer, director, member, or partner of Borrower.
The term "Control" shall mean possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person
whether through ownership of voting securities, by contract or otherwise.

         APPLICATION FOR ADVANCE. A written application, in the form of Exhibit
"A" attached hereto, by Borrower (and such other parties as Lender may require)
to Lender specifying by name of, current address of, and amount owed to all
independent third parties to whom Borrower is obligated for labor, materials,
or services supplied for the construction of a Building and all other expenses
incident to the Loan, the Property, and the construction of the Building and
specifying those budgeted items which have been performed by Borrower's
employees, requesting an Advance for reimbursement for the payment of such
items, containing an Affidavit of Borrower, accompanied by such schedules,
affidavits, releases, waivers, statements, invoices, bills, and other documents
as Lender and Title Company may reasonably request.

         APPROVED BUDGET. Any budget for the construction of a Building at a
Resort as approved by Lender hereafter in writing pursuant to Section 1.5 above
and in form and


                                     -1-
<PAGE>   33
substance substantially similar to the Proforma Budget. The term Approved
Budget shall also include any decreases or increases as permitted hereunder in
accordance with Section 1.8 hereof.

         APPROVED CONSTRUCTION SCHEDULE. The schedule and order of construction
of a Building as set forth in such schedule as may be approved by Lender in
writing pursuant to Section 1.5 prior to an Advance for such Building, and any
modifications thereto permitted in accordance with Section 1.8.

          ARCHITECT. [NAME OF PROJECT'S ARCHITECTURAL FIRM (INTENTIONALLY LEFT
BLANK)], the architect for design of the plans and specifications for the 
Buildings.


          ASSOCIATION. The associations, collectively, existing or to be created
at each Resort.

         BORROWER'S DEPOSIT. Such cash sums as Lender may deem necessary
pursuant to Section 3.7 (for completion of repair or reconstruction of casualty
or condemnation loss) or Section 1.8 (for budget increases or changes to the
Plans).

         BUILDING. A building located at a Resort, and including four or more
residential units, as described in the Plans, the Approved Budget and the
Approved Construction Schedule.

         BUILDING COMPLETION DATE. The deadline for Completion of a Building as
set forth on the Approved Construction Schedule, but in no event later than
eighteen months from the commencement of construction of a Building.

         COMPLETION. The substantial completion of a Building or Buildings in
accordance with the Approved Budget, the Approved Construction Schedule, the
Construction Contract and the Plans, as evidenced by (i) a certificate of
occupancy (or its equivalent), if applicable, permitting legal occupancy
thereof issued by the local Governmental Authorities with jurisdiction over
construction of Buildings, (ii) a certificate of the contractor in form and
substance satisfactory to Lender regarding completion of the Building or
Buildings, and (iii) a certificate of the Inspecting Architects/Engineers in
form and substance satisfactory to Lender.

         CONSTRUCTION CONTRACT. All construction contracts executed by Borrower
for the construction of a Building or Buildings, including, without limitation,
contracts between Borrower and Contractor.

         CONSTRUCTION LOAN. A revolving loan from Lender to Borrower to
facilitate Borrower's construction of the Buildings for which the outstanding
principal amount shall not at any time exceed Ten Million Dollars and No/100
($10,000,000.00); provided, however, at no time shall

                                      -2-
<PAGE>   34
the principal balance outstanding at any single Resort exceed Five Million
Dollars and No/100 ($5,000,000-00).

         CONSTRUCTION NOTE. The Revolving Construction Promissory Note of even
date herewith from Borrower to Lender in the original principal amount of Ten
Million Dollars and No/100 ($10,000,000.00), which Construction Note evidences
the Construction Loan.

         CONTRACTOR. The general contractor or contractors to be retained by
Borrower for the construction of a Building. At least fourteen (14) days prior
to commencement of construction of a Building, Borrower shall submit to Lender
for approval the Plans and the fully executed Assignments of Construction
Contract substantially in the form attached as Exhibit "E" attached hereto or
such other form as Lender may reasonably accept.

         COSTS. All reasonable expenditures and expenses which may be paid or
incurred by or on behalf of Lender including repair costs, payments to remove
or protect against liens, attorneys' fees for pre-trial, trial and appellate
matters (including fees of Lender's inside counsel), receivers' fees,
appraisers' fees, engineers' fees, accountants' fees, independent consultants'
fees (including environmental consultants), all costs and expenses incurred in
connection with any of the foregoing, Lender's out-of-pocket costs and expenses
related to any audit or inspection of the Property, outlays for documentary and
expert evidence, stenographers' charges, stamp taxes, intangible taxes,
publication costs, and costs (which may be estimates as to items to be expended
after entry of an order or judgment) for procuring all such abstracts of title,
title and UCC searches, and examination, title insurance policies, and similar
data and assurances with respect to title as Lender may deem reasonably
necessary either to prosecute any action or to evidence to bidders at any
foreclosure sale of the Property the true condition of the title to, or the
value of, the Property.

         DEBTOR RELIEF LAWS. Any applicable liquidation, conservatorship,
bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar
laws affecting the rights or remedies of creditors generally, as in effect from
time to time.

         DECLARATION OF CCRs. Collectively, the Declaration of Covenants,
Conditions and Restrictions at each Resort, and any supplements, amendment, or
modifications thereto to be created and recorded in the public records of the
county and state in which the Property is located.

         DEFAULT. Any event which, with the giving of notice or the passage of
time or both, would become an Event of Default.

                                      -3-
<PAGE>   35
         DEVELOPMENT STAGE. A specific stage of development for a Building, as
set forth in Exhibit "K."

         EVENT OF DEFAULT. Occurrence of any one of the following:

                 (a)      Any indebtedness evidenced, governed or secured by
any of the Loan Documents is not paid within five (5) days of the date of
written notice to Borrower, whether such due date is by acceleration or
otherwise, except the Construction Note payment due at the Maturity Date for
which no grace period is allowed.

                 (b)      Borrower's failure to maintain any of the Insurance
Policies or any transfer of or lien or encumbrance imposed upon the Property or
any part thereof or interest therein in violation of Sections 3.16 or 3.17 or
any other restriction on transfer or liens set forth in the Loan Documents.

                 (c)      Any covenant in this Agreement, other than matters
governed by paragraphs (a) and (b) above, is not fully and timely performed,
and Borrower does not cure such failure to perform for a period of twenty (20)
days after written notice thereof from Lender to Borrower (provided, however,
that if any such failure concerning a non- monetary covenant or condition is
reasonably susceptible of cure but not within said twenty (20) day period, then
no Event of Default shall be deemed to exist hereunder so long as Borrower
commences such cure within said twenty (20) day period and diligently and in
good faith pursues such cure to completion within forty (40) days of said
written notice from Lender to Borrower).

                 (d)      Any Default or Event of Default or any failure of
Borrower to abide by the terms of or fulfill its obligations under this Loan
Agreement and the other Loan Documents, after the passage of any applicable
cure period set forth therein.

                 (e)      Any statement, representation or warranty in the Loan
Documents, any Financial Statements or any other writing delivered to Lender in
connection with the Loan is false, misleading or erroneous in any material
respect.

                 (f)      Once construction has begun, the cessation of the
construction of a Building for more than thirty (30) days without the written
consent of Lender, unless such cessation is caused by strike, riot, shortage of
materials or acts of God, provided that an Event of Default shall exist if such
cessation continues for more than sixty (60) days for any reason.

                 (g)      Failure of the construction of a Building or any
materials for which an Advance has been requested to substantially comply with
the Plans, the Approved Budget, the Approved Construction Schedule, or any
Governmental Requirements, which noncompliance is

                                      -4-
<PAGE>   36
not cured to Lender's satisfaction within thirty (30) days after written notice
from Lender to Borrower.

                 (h)      Completion of a Building has not occurred on the
applicable Building Completion Date as set forth in the Approved Construction
Schedule subject to strike, riot, shortage of materials, acts of God or other
matters beyond the control of Borrower; provided, however, that an Event of
Default shall exist if Completion is delayed for more than sixty (60) days for
any reason beyond the Final Completion Date.

                 (i)      The Borrower:

                          (1)     does not pay its debts as they become due or
admits in writing its inability to pay its debts or makes a general assignment
for the benefit of creditors; or

                          (2)     commences any case, proceeding or other
action seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any Debtor Relief Laws; or

                          (3)     in any involuntary case, proceeding or other
action commenced against it which seeks to have an order for relief entered
against it, as debtor, or seeks reorganization, arrangement, liquidation,
dissolution or composition of it or its debts under any Debtor Relief Laws, (i)
fails to obtain a dismissal of such case, proceeding or other action within
sixty (60) days of its commencement, or (ii) converts the case from one chapter
of the Federal Bankruptcy Code to another chapter, or (iii) is the subject of
an order for relief; or

                          (4)     conceals, removes, or permits to be concealed
or removed any part of its property, with intent to hinder, delay or defraud
its creditors or any of them, or makes or suffers a transfer of any of its
property which may be fraudulent under any bankruptcy, fraudulent conveyance or
similar law; or makes any transfer of its property to or for the benefit of a
creditor at a time when other creditors similarly situated have not been paid;
or suffers or permits, while insolvent, any creditor to obtain a lien upon any
of its property through legal proceedings which is not vacated within sixty
(60) days from the date thereof; or

                          (5)     has a trustee, receiver, custodian or other
similar official appointed for, or take possession of, all or any part of the
Property or any other of its property or has any court take jurisdiction of any
other of its property which continues for a period of sixty (60) days (except
where a shorter period is specified in the immediately following subparagraph
(6)); or

                          (6)     fails to have discharged within a period of
thirty (30) days any attachment, sequestration, or similar writ levied upon any
property of such owner; or

                                      -5-
<PAGE>   37
                          (7)     fails to pay within thirty (30) days of
issuance or entry any final money judgment, after appeal, and subject to
Section 3.17 any tax, lien, or attachment in the amount of One Hundred Thousand
Dollars and No/100 ($100,000) or greater.

                 (j)      Title to all or any part of the Property (other than
(i) obsolete or worn personal property replaced by adequate substitutes of
equal or greater value than the replaced items when new or (ii) personal
property no longer necessary for the operation of the Property, provided
removal of such personal property does not materially affect the value or
operation of the Property) shall become vested in any party other than the
Borrower, whether by operation of law or otherwise, except for the conveyance
of Interval Units in the ordinary course of business and in accordance with
this Loan Agreement and the other Loan Documents.

                 (k)      Borrower records or permits to be recorded against
the Property a Notice of Limitation limiting future advances which may be made
under the Mortgage.

                 (l)      Any default by Borrower under the documents and
instruments evidencing and securing the Interval Receivables Loan after the
passage of any applicable grace or cure period.

                 (m)      Failure of the Borrower to maintain the minimum
Liquidity or Net Worth.

                 (n)      Failure of the Borrower to remain below the maximum
Leverage.

                 (o)      Change in any material way the every day involvement
of Robert Mead as the Chief Executive Officer of Borrower, provided that
Lender will not unreasonably withhold its consent to such change.

         FINANCIAL STATEMENTS. All financial statements, reports, summaries and
other financial information delivered by Borrower to Lender as of the date of
this Agreement.

         GAAP. Generally accepted accounting principles, applied on a
consistent basis, set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board which are applicable in the
circumstances as of the date in question; and the requisite that such
principles be applied on a consistent basis means that the accounting
principles in a current period are comparable in all material respects to those
applied in a preceding period, with any exceptions thereto noted.

                                      -6-
<PAGE>   38
         GOVERNMENTAL AUTHORITY. The United States of America, the states and
counties in which the Resorts are located, and any other governmental
authorities having jurisdiction over Borrower, the Property or the sale of
Interval Units.

         GOVERNMENTAL REQUIREMENTS.  All Federal, State and local rules,
regulations, ordinances, laws and statutes which affect the Property or
Borrower's right to sell Interval Units.

         INSPECTING ARCHITECTS/ENGINEERS. Such employees, representatives and
agents of Lender or third parties, who will, from time to time, conduct
inspections of the Property, review Borrower's compliance with this Loan
Agreement and offer other services related thereto.

         IMPROVEMENTS. The Buildings, Units, other units sold in connection
with providing occupancy of the Property and other improvements as described in
the Plans, the Approved Budget and the Approved Construction Schedule.

         INSURANCE POLICIES. The following insurance policies:

                 (a)      All-risk builder's risk insurance during the
construction of any Building, in an amount equal to 100% of the replacement
cost of the Building, providing all-risk coverage on such Building and
materials stored on the Property and elsewhere, and including the perils of
collapse, water damage and, if requested by Lender, flood, sinkhole,
earthquake, business interruption and other risks;

                 (b)      All-risk insurance on the Buildings until the Loan is
paid in full, as determined by Lender, in the amount of at least 100% of the
replacement cost of the Buildings or in such amounts as Lender may reasonably
require, providing all-risk coverage on the Buildings, and, if requested by
Lender, to include the perils of flood, earthquake, business interruption and
other risks;

                 (c)      Comprehensive General Liability Insurance for owners
and contractors, including blanket contractual liability, products and
completed operations, personal injury (including employees), independent
contractors and explosion, hazards for not less than Two Million Dollars and
No/100 ($2,000,000.00) arising out of any one occurrence or in any increased
amount reasonably required by Lender;

                 (d)      Workers' Compensation Insurance for contractors for
statutory limits; and

                 (e)      Such other insurance, including but not limited to
business interruption insurance, as Lender may reasonably require.

                                      -7-
<PAGE>   39
         All Insurance Policies shall be issued on forms and by companies
reasonably satisfactory to Lender and shall be delivered to Lender or in the
alternative, certificates of such insurance shall be delivered to Lender if
such insurance is obtained through blanket policies of Borrower. All-risk
Insurance Policies shall have loss made payable to Lender as mortgagee together
with the standard mortgage clause in a form satisfactory to Lender.
Comprehensive General Liability, Comprehensive Automobile Liability and
Workers' Compensation coverages shall have a provision giving Lender thirty
(30) days, prior notice of cancellation or material change of the coverage.

         INTERVAL RECEIVABLES LOAN. The financing arrangements entered into
between Borrower and Lender whereby Lender is providing Borrower with financing
for certain receivables of Borrower generated from Borrower's sale of Interval
Units, which is evidenced by the Receivables Loan Agreement.

         INTERVAL UNIT. The term "Interval Unit" shall have the same meaning as
the term "Fee Simple Time-Share Interest" in the Receivables Loan Agreement.

         LEVERAGE. The ratio of senior institutional debt (which does not
include debt evidenced by the subordinated debentures, meaning debentures with
an aggregate principal amount of not greater than $110,000.00 which have a
maturity date of not longer than ten years, issued by Borrower in a single
public offering which debentures shall be expressly subordinate to this Loan,
the Interval Receivables Loan, and other indebtedness of Borrower to Lender
from any source whatsoever) to Net Worth of 2.5:1 as determined in accordance
with GAAP.

         LIQUIDITY. The amount of cash plus the outstanding balances of
unpledged Contracts for Deed (as defined in the Receivables Loan Agreement) or
Purchaser (as defined in the Receivables Loan Agreement) promissory notes in
the amount of Five Million Dollars and No/100 ($5,000,000.00) as determined in
accordance with GAAP.

         LOAN. The Construction Loan.

         LOAN DOCUMENTS. This Loan Agreement, the Mortgage, the Construction
Note, the financing statements, and such other instruments evidencing,
securing, perfecting or pertaining to the Loan as shall, from time to time, be
executed and delivered by Borrower or any other party to Lender pursuant to
this Loan Agreement, including, without limitation, each Affidavit of Borrower,
each Application for Advance, and the Approved Budget.

         MATURITY DATE. October 31, 2000.

                                      -8-
<PAGE>   40
         MORTGAGE. The mortgages and deeds of trust from Borrower to Lender
securing the payment of the Construction Note, and the payment and performance
of all obligations specified in the Mortgage and the Loan Documents, and
evidencing valid and enforceable liens on the Buildings and their underlying
property.

         NET WORTH. Total assets less total liabilities in the amount of Fifty
Eight Million Dollars and No/ 100 ($58,000,000.00) as determined in accordance
with GAAP; provided, however, that tangible assets shall be the only assets
utilized in such calculation.

         PERMITTED EXCEPTIONS. Those exceptions to and encumbrances on title to
the Property which Lender shall have approved in its sole, but reasonable
discretion prior to the first advance for any Building.

         PERSON. Any individual, trust, estate, partnership, limited liability
company, corporation or any other incorporated or unincorporated organization.

         PLANS. The final working drawings and specifications for the
construction of a Building, which have been prepared by an architect and
approved by Lender and as may be modified pursuant to Section 1.8.

         POS. A public offering statement, permit, or other report covering a
Resort that includes all information, documents, and exhibits that are required
by the state or states where the Interval Units will be sold for the lawful
sale and marketing of timeshare intervals.

         PROFORMA BUDGET. The preliminary budget of general application
attached as Exhibit "B" hereto, or such other proforma budget as may be
approved by Lender in writing.

         PROPERTY. The land upon which the Building or Buildings are located
for which an Advance is being made together with all necessary easements for
utilities, roadway access and use and use rights in all amenities, as described
in a legal description delivered to, and satisfactory in Lender's reasonable
discretion, Lender prior the first Advance for such Building or Buildings,
together with, where the context requires, the Buildings and all other property
constituting the "Property," as described in the Mortgage.

         RECEIVABLES LOAN AGREEMENT. That certain Loan and Security Agreement
between Indemnitor and Lender dated as of October 11, 1994; as amended by that
certain Amendment to Loan and Security Agreement dated December 6, 1995; that
certain Loan Modification Agreement dated April 19, 1995; that certain Amended
Loan and Security Agreement dated December 27, 1995; that certain Amendment to
Restated and Amended Loan and Security Agreement dated February 28, 1996; that
certain Amendment to Restated and Amended Loan

                                      -9-
<PAGE>   41
and Security Agreement dated August 15, 1996; that certain letter agreement
dated March 31, 1997; that certain Second Amendment to Restated and Amended
Loan and Security Agreement of even date herewith; and as the same may be
further amended, modified, or supplemented from time to time.

         RELEASED INTO THE TIMESHARE INVENTORY. With respect to a Unit, the
term "Released into Timeshare Inventory" shall mean the earlier of either the
(i) date one hundred fifty (150) days from the date of execution of a sales
contract for the first sale of an Interval Unit for such Unit or (ii) the date
of issuance of a certificate of occupancy or other evidence of completion or
readiness for occupancy (the "C.O."). In addition, any other Units in such
Building for which one or more sales contracts have been executed during said
one hundred fifty (150) day period shall be deemed Released into Timeshare
Inventory on the date one hundred fifty (150) days from the date of execution
of a sales contract for the first sale of any Interval Unit in such Building.
Once a C.O. for a Building has been issued, all Units shall thereafter be
deemed Released into Timeshare Inventory upon execution of the first sales
contract for an Interval Unit in such Unit.

         RESORT. The following projects at the locations designated below:

         Resort                 County          State
         ------                 ------          -----  

a)       Holly Lake             Wood            Texas
b)       The Villages           Smith           Texas
c)       Lake O'the Woods       Smith           Texas
d)       Piney Shores           Montgomery      Texas
e)       Hill Country           Comal           Texas
f)       Ozark Mountain         Stone           Missouri
g)       Holiday Hills          Taney           Missouri
h)       Fox River*             LaSalle         Illinois
i)       Timber Creek*          Jefferson       Missouri

* New Timeshare Projects

         TITLE COMPANY. Seco Land Title Insurance Company.

         TITLE INSURANCE. Title insurance policies issued in the amount of each
Advance and insuring that the Mortgage constitutes a valid first priority lien
covering the Buildings subject only to the Permitted Exceptions, issued by the
Title Company to Lender.

         UNIT. A residential unit within a Building which shall be sold as
Interval Units.

                                      -10-
<PAGE>   42
         UNIT RELEASE PAYMENT.    The mandatory payments of one hundred twenty
percent(120%) of the total dollar amount funded for an Unit to be applied first
to the principal balance and then to interest outstanding from time to time
under the Construction Loan, to be paid no later than the date upon which such
Unit is Released into the Timeshare Inventory, but in no event shall the Unit
Release Payment for a particular Unit be paid to Lender later than eighteen
(18) months from the commencement of construction of the Building within which
such Unit is located.

                                     -11-

<PAGE>   43
                 $10,000,000 HELLER CONSTRUCTION LOAN AGREEMENT

                                LIST OF EXHIBITS

Exhibit A        Application for Advance
Exhibit B        Proforma Budget
Exhibit C        Intentionally Deleted
Exhibit D        Intentionally Deleted
Exhibit E        Form of Assignment of Construction Contract
Exhibits F-J     Intentionally Deleted
Exhibit K        Development Stage


[The above listed Exhibits are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any Exhibit to the Commission upon request.]

<PAGE>   44
               [FORM OF REVOLVING CONSTRUCTION PROMISSORY NOTE]

                                                                 Loan No. 94-117

                     REVOLVING CONSTRUCTION PROMISSORY NOTE

$10,000,000.00                                              _________, 1997

1.       Promise to Pay.

         FOR VALUE RECEIVED, SILVERLEAF RESORTS, INC., a Texas corporation
("Maker") whose address is 1221 Riverbend, Suite 120, Dallas, Texas _______,
promises to pay to the order of HELLER FINANCIAL, INC., a Delaware
corporation, and its successors and assigns ("Holder"), in lawful money of the
United States of America and in immediately available funds, the aggregate
unpaid principal amount of all Advances made by Holder to Maker (the "LOAN")
under the "Construction Loan" referenced in and in accordance with that certain
Construction Loan Agreement, dated _______, 1997, between Holder and Maker, as
amended, modified or supplemented from time to time in accordance with its
terms (the "Loan Agreement"); provided, however, in no event shall (i) the
outstanding principal balance of this Note, at any time, exceed more than
$10,000,000.00, (ii) the outstanding principal balance of this Note, at any
time, exceed more than $5,000,000.00 at any single Resort, (iii) the
outstanding principal balance of the promissory note given by Maker to Holder
pursuant to the Interval Receivables Loan when added to the amount representing
eighty seven percent (87%) of the Approved Budgets for all Buildings Holder has
made or has committed to make Advances upon that have not been repaid exceed
$50,000,000.00, (iv) Holder be obligated to make an Advance when the sum of
eighty seven percent (87%) of the Approved Budget for any Building upon which
an Advance is sought when added to eighty seven percent (87%) of the Approved
Budgets for all Buildings for which Holder is either committed to make an
Advance upon or for which Holder has made an Advance or Advances upon that have
not been completely repaid exceeds $10,000,000.00.

         This is a revolving Note, the principal amount of which may increase
or decrease from time to time during the term of this Note. This Note shall
evidence Advances made under the Loan Agreement, notwithstanding that the total
aggregate of principal advances and repayments exceed the original maximum
principal amount hereof, and notwithstanding that the principal balance may be
zero at any time. Payments shall be made to Holder at 500 West Monroe Street,
Chicago, Illinois 60661 (or such other address as Holder may hereafter
designate in writing to Maker).

         The repayment of the Loan evidenced by this Note is to be secured by
among other things (i) those certain Mortgages and Deeds of Trust
(collectively, the "Mortgage") to be executed in connection with Advances made
pursuant to the Loan Agreement


<PAGE>   45
encumbering, among other things, certain Buildings located at the following
properties commonly described as follows:

<TABLE>
<CAPTION>
         Resort                   County           State
<S>      <C>                      <C>              <C>
a)       Holly Lake               Wood             Texas
b)       The Villages             Smith            Texas
c)       Lake O'the Woods         Smith            Texas
d)       Piney Shores             Montgomery       Texas
e)       Hill Country             Comal            Texas
f)       Ozark Mountain           Stone            Missouri
g)       Holiday Hills            Taney            Missouri
h)       Fox River                LaSalle          Illinois
i)       Timber Creek             Jefferson        Missouri.
</TABLE>

(collectively, the "Property"), and (ii) that certain Loan and Security
Agreement between Maker and Holder dated as of October 11, 1994; as amended by
that certain Amendment to Loan and Security Agreement dated December 6, 1995;
that certain Loan Modification Agreement dated April 19, 1995; that certain
Amended Loan and Security Agreement dated December 27, 1995; that certain
Amendment to Restated and Amended Loan and Security Agreement dated February
28, 1996; that certain Amendment to Restated and Amended Loan and Security
Agreement dated August 15, 1996; that certain letter agreement dated March 31,
1997; that certain Second Amendment to Restated and Amended Loan and Security
Agreement of even date herewith; and as the same may be further amended,
modified, or supplemented from time to time (the "Receivables Loan Agreement"),
pursuant to which Maker has assigned, pledged and granted a security interest
to Holder in certain receivables related to the sale of Interval Units and
other Collateral described therein. This Note, the Mortgage, the Receivables
Loan Agreement, the Loan Agreement and any other documents evidencing or
securing the Loan or executed in connection therewith, and any modification,
renewal or extension of any of the foregoing are collectively called the "Loan
Documents".

         This Note has been issued pursuant to the Loan Agreement, and all of
the terms, covenants and conditions of the Loan Agreement (including all
Exhibits thereto) and all other instruments evidencing or securing the
indebtedness hereunder are hereby made a part of this Note and are deemed
incorporated herein in full. Defined terms used herein and not otherwise
defined shall have the meanings set forth in the Loan Agreement.

2.       Principal and Interest.

         So long as no Event of Default exists, interest shall accrue
on the principal balance hereof from time to time outstanding and,

                                      -2-

<PAGE>   46
Maker shall pay interest thereon at a floating rate of interest per annum equal
to three and one-half percent (3.50%) plus the Base Rate (the aggregate rate
referred to as the "Interest Rate"). "Base Rate" shall mean the rate published
each business day in the Wall Street Journal for deposits maturing three (3)
months after issuance under the caption "Money Rates, London Interbank Offered
Rates (Libor)". The Interest Rate for each calendar month shall be fixed based
upon the Base Rate published prior to and in effect on the first (1st) business
day of such month. Interest shall be calculated based on a 360 day year and
charged for the actual number of days elapsed.

         Maker shall be entitled to Advances (as defined in the Loan Agreement)
under this Note during the first eighteen (18) months of the term of this Note;
provided, however, (i) at no time shall the outstanding principal balance under
this Note exceed $l0,000,000.00 in the aggregate, or $5,000,000.00 at any
single Resort and (ii) the aggregate of all Advances under this Note shall not
exceed $100,000,000.00. If, at any time, the outstanding balance hereunder
exceeds $10,000,000.00 in the aggregate, or $5,000,000.00 at any single Resort,
Maker shall pay such excess amount to Holder within five (5) business days
after notice from Holder.

3.       Payments.

         Commencing on ___________, 1997, Maker shall pay interest
computed at the Interest Rate monthly in arrears on the first day of each
month.

         Maker shall pay Holder the Unit Release Payment for each Unit no later
than the date upon which such Unit is Released into the Timeshare Inventory (as
defined in the Loan Agreement), but in no event shall the Unit Release Payment
for a particular Unit be paid to Holder later than eighteen (18) months from
the commencement of construction of the Building within which such Unit is
located. The amount of each Unit Release Payment shall be applied first to the
outstanding principal balance of this Note, and then to the interest due and
payable hereunder.

         In addition to the foregoing, Maker shall also be required to pay
Holder the amount of one percent (1.0%) for each dollar advanced to Maker in
excess of Ten Million Dollars ($10,000,000.00) (such amount being calculated by
aggregating all Advances made hereunder) which amount shall be payable out of
the applicable Advance.

         The outstanding principal balance of this Note together with all
accrued interest shall be due and payable on or before the date occurring
thirty six (36) months from the date hereof, or any

                                      -3-

<PAGE>   47
earlier date on which the Loan shall be required to be paid in full, whether by
acceleration or otherwise (the "Maturity Date").

4.       Prepayment.

         Maker may prepay this Note in full or in part upon not less
than three (3) days prior written notice to Holder.

5.       Default.

         5.1 Events of Default.

         Any of the following shall constitute an "Event of Default" under this
Note: (a) failure to pay within five (5) days of the date of written notice to
Borrower after the due date of any amounts owed pursuant to this Note, whether
such due date is by acceleration or otherwise, provided, however, that for the
payment due at the Maturity Date there is no grace period allowed; or (b) the
occurrence of any default under any of the other Loan Documents, after giving
effect to any applicable grace or cure period.

         5.2 Remedies.

         So long as an Event of Default remains outstanding: (a) interest shall
accrue at a rate equal to the Interest Rate plus four percent (4%) per annum
(the "Default Rate"); (b) Holder may, at its option and without notice (such
notice being expressly waived), declare the Loan immediately due and payable;
and (c) Holder may pursue all rights and remedies available under the Mortgage
or any other Loan Documents. Holder's rights, remedies and powers, as provided
in this Note and the other Loan Documents, are cumulative and concurrent, and
may be pursued singly, successively or together against Maker, any guarantor of
the Loan, the security described in the Loan Documents, and any other security
given at any time to secure the payment hereof, all at the sole discretion of
Holder. Additionally, Holder may pursue every other right or remedy available
at law or in equity without first exhausting the rights and remedies contained
herein, all in Holder's sole discretion. Failure of Holder, for any period of
time or on more than one occasion, to exercise its option to accelerate the
Maturity Date shall not constitute a waiver of the right to exercise the same
at any time during the continued existence of any Event of Default or any
subsequent Event of Default.

         If any attorney is engaged: (i) to collect the Loan or any sums due
under the Loan Documents, whether or not legal proceedings are thereafter
instituted by Holder; (ii) to represent Holder in

                                      -4-
<PAGE>   48
any bankruptcy, reorganization, receivership or other proceedings affecting
creditors, rights and involving a claim under this Note; (iii) to protect the
liens of the Mortgage or any of the Loan Documents; (iv) to foreclose the
Mortgage or enforce any security interests under the Loan Documents; (v) to
represent Holder in any other proceedings whatsoever in connection with the
Mortgage or any of the Loan Documents, including post judgment proceedings to
enforce any judgment related to the Loan Documents; or (vi) in connection with
seeking an out-of-court workout or settlement of any of the foregoing, then
Maker shall pay to Holder all costs, attorneys' fees and expenses in connection
therewith, in addition to all other amounts due hereunder.

6.       Late Charge.

         If payments of principal and/or interest, or any other amounts
under the Loan or other Loan Documents are not timely made or remain overdue
for a period of five (5) days, Maker, without notice or demand by Holder,
promptly shall pay an amount ("Late Charge") equal to four percent (4%) of each
delinquent payment.

7.       Governing Law: Severability.

         This Note shall be governed by and construed in accordance
with the internal laws of the State of Illinois. The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair that
validity, legality or enforceability of the remainder of this Note, and to this
end, the provisions of this Note are declared to be severable.

8.       Waiver.

         Maker, for itself and all endorsers, guarantors and sureties
of this Note, and their heirs, successors, assigns and legal representatives,
hereby waives presentment for payment, demand, notice of nonpayment, notice of
dishonor, protest of any dishonor notice of protest and protest of this Note,
and all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note, and agrees that their
respective liability shall be unconditional and without regard to the liability
of any other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Holder. Maker, for itself and all endorsers, guarantors and sureties of this
Note, and their heirs, legal representatives, successors and assigns, hereby
consents to every extension of time, renewal, waiver or modification that may
be granted by Holder regarding obligations of guarantors, endorsers or sureties
with respect to the payment of,

                                      -5-
<PAGE>   49
or other provisions of, this Note, and to the release of any makers, endorsers,
guarantors or sureties, and of any collateral given to secure the payment
hereof, or any part hereof, with or without substitution, and agrees that
additional makers, endorsers, guarantors or sureties may become parties hereto
without notice to Maker or to any endorser, guarantor or surety and without
affecting the liability of any of them.

9.       Security, Application of Payments.

         This Note is secured by the liens, encumbrances and
obligations created hereby and by the other Loan Documents and the terms and
provisions of the other Loan Documents are hereby incorporated herein. Payment
will be applied, at Holder's option, first to any fees, expenses or other costs
Maker is obligated to pay under this Note or the other Loan Documents, second
to interest due on the Loan and third to the outstanding principal balance of
the Loan.

10.      Miscellaneous.

         10.1 Amendments.

         This Note may not be terminated or amended orally, but only by a
termination or amendment in writing signed by Holder and Maker.

         10.2 Lawful Rate of Interest.

         In no event whatsoever shall the amount of interest paid or agreed to
be paid to Holder pursuant to this Note or any of the Loan Documents exceed the
highest lawful rate of interest permissible under applicable law. If, from
any circumstances whatsoever, fulfillment of any provision of this Note and the
other Loan Documents shall involve exceeding the lawful rate of interest which
a court of competent jurisdiction may deem applicable hereto ("Excess
Interest"), then ipso facto, the obligation to be fulfilled shall be reduced to
the highest lawful rate of interest permissible under such law and if, for any
reason whatsoever, Holder shall receive, as interest, an amount which would be
deemed unlawful under such applicable law, such interest shall be applied to
the principal of the Loan (whether or not due and payable), and not to the
payment of interest, or refunded to Maker if such Loan has been paid in full.
Neither Maker nor any guarantor or endorser shall have any action against
Holder for any damages whatsoever arising out of the payment or collection of
any such Excess Interest.

                                      -6-
<PAGE>   50
         10.3 Captions.

         The captions of the Paragraphs of this Note are for convenience of
reference only and shall not be deemed to modify, explain, enlarge or restrict
any of the provisions hereof.

         10.4 Notices.

         Notices shall be given under this Note in conformity with the terms
and conditions of the Loan Agreement.

         10.5 Joint and Several.

         The obligations of Maker under this Note shall be joint and several
obligations of Maker and of each Maker, if more than one, and of each Maker's
heirs, personal representatives, successors and assigns.

         10.6 Time of Essence.

         Time is of the essence of this Note and the performance of each of the
covenants and agreements contained herein.

11.      Sale of Loan.

         Holder, at any time and without the consent of Maker, may
grant participations in or sell, transfer, assign and convey all or any portion
of its right, title and interest in and to the Loan, this Note, the Mortgage,
the Loan Agreement and the other Loan Documents, any guaranties given in
connection with the Loan and any collateral given to secure the Loan. In the
event Holder sells, transfers, conveys or assigns all of Holder's right, title
and interest in this Note or the Loan, Holder shall give notice thereof to
Maker and Holder shall thereupon be released from liability and obligations as
the Holder hereunder and under all other transferred Loan Documents from and
after the date of such transfer; provided such transferee agrees to be bound by
the obligations of Lender thereunder. Notice to Maker shall not be required for
any partial sale, transfer, assignment or conveyance of this Note.

12.      Venue.

         MAKER AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY,
INDIRECTLY OR OTHERWISE IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS
NOTE SHALL BE LITIGATED, AT HOLDER'S SOLE DISCRETION AND ELECTION, ONLY IN
COURTS HAVING A SITUS WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS.
MAKER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID COUNTY AND STATE.  MAKER HEREBY IRREVOCABLY 
APPOINTS AND

                                      -7-
<PAGE>   51
DESIGNATES C T CORPORATION SYSTEM, WHOSE ADDRESS IS MAKER, C/O C T CORPORATION
SYSTEM, 208 S. LASALLE STREET, CHICAGO, ILLINOIS 60604, AS ITS DULY AUTHORIZED
AGENT FOR SERVICE OF LEGAL PROCESS AND AGREES THAT SERVICE OF SUCH PROCESS UPON
SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF PROCESS UPON MAKER PROVIDED A
COPY OF SUCH SERVICE OF PROCESS IS ALSO SENT WITHIN THREE (3) DAYS THEREAFTER
TO MAKER IN ACCORDANCE WITH THE NOTICE PROVISIONS IN THE RECEIVABLES LOAN
AGREEMENT AND IN THE CASE OF SERVICE OF PROCESS FOR ACTIONS WHEREIN MAKER'S
RESPONSE IS DUE IN LESS THAN 20 DAYS, A COPY OF SUCH PROCESS WILL BE SENT TO
MAKER ON THE SAME DAY AS SERVICE ON CT CORPORATION SYSTEM.    IN THE EVENT
SERVICE IS UNDELIVERABLE BECAUSE SUCH AGENT MOVES OR CEASES TO DO BUSINESS IN
CHICAGO, ILLINOIS, MAKER SHALL, WITHIN TEN (10) DAYS AFTER HOLDER'S REQUEST,
APPOINT A SUBSTITUTE AGENT (IN CHICAGO, ILLINOIS) ON ITS BEHALF AND WITHIN SUCH
PERIOD NOTIFY HOLDER OF SUCH APPOINTMENT. IF SUCH SUBSTITUTE AGENT IS NOT
TIMELY APPOINTED, HOLDER SHALL, IN ITS SOLE DISCRETION, HAVE THE RIGHT TO
DESIGNATE A SUBSTITUTE AGENT UPON FIVE (5) DAYS NOTICE TO MAKER. MAKER HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION
BROUGHT AGAINST IT BY HOLDER ON THE RECEIVABLES LOAN DOCUMENTS IN ACCORDANCE
WITH THIS PARAGRAPH.

13.      Jury Trial Waiver.

         MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT
IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY MAKER AND BY HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER HOLDER NOR ANY
PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO
INCLUDE THIS WAIVER OF TRIAL BY   JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY
WAY MODIFY OR NULLIFY ITS EFFECT. MAKER AND HOLDER ACKNOWLEDGE THAT THIS WAIVER
IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT MAKER AND
HOLDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT
EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. MAKER AND HOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED
(OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND
IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

                                      -8-
<PAGE>   52
         IN WITNESS WHEREOF, Maker has executed this Note or has caused the
same to be executed; by its duly authorized representatives as of the date set
first forth above.

                                     MAKER:

                                     SILVERLEAF RESORTS, INC., a Texas
                                     corporation

                                     By:
                                         -----------------------------
                                     Robert E. Mead
                                     Its: Chief Executive Officer



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