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                                                                     EXHIBIT 4.3


                              SUBSIDIARY GUARANTEE


         Silverleaf Berkshires, Inc., a Texas corporation, Bull's Eye Marketing,
Inc., a California corporation, Bull's Eye Marketing, Inc., a Delaware
corporation, Silverleaf Resort Acquisitions, a Texas corporation, Silverleaf
Travel, Inc., a Texas corporation, Silverleaf Hotels, Inc., a Texas corporation,
Database Research, Inc., a Texas corporation, Condominium Builders, Inc., a
Texas corporation, and Villages Land, Inc., a Texas corporation, (hereinafter
referred to as the "Guarantors", which term includes any successor or additional
Guarantor under the Indenture referred to in the Note upon which this notation
is endorsed), on terms and conditions provided in the Indenture, (i) has
unconditionally guaranteed (a) the due and punctual payment of the principal of
and interest, if any, on the Notes, whether at maturity or interest payment
date, by acceleration, call for redemption or otherwise, (b) the due and
punctual payment of interest on the overdue principal of and (if lawful)
interest on the Notes, (c) the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee, all in accordance with
the terms set forth in the Indenture, and (d) in case of any extension of time
of payment or renewal of any Notes or any of such other obligations, the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, by acceleration or
otherwise and (ii) has agreed to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing
any rights under this Subsidiary Guarantee. Capitalized terms used herein have
the meanings assigned to them in the Indenture unless otherwise indicated.

         No stockholder, Officer, director or incorporator, as such, past,
present or future, of the Guarantors shall have any personal liability under
this Subsidiary Guarantee by reason of his or its status as such stockholder,
Officer, director or incorporator.

         This Subsidiary Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.



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         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized Officers.



Dated as of April 8, 1998            DATABASE RESEARCH, INC.


                                     By:    /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:   /s/  JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Vice President, Treasurer and
                                                    Assistant Secretary

Dated as of April 8, 1998            CONDOMINIUM BUILDERS, INC.


                                     By:   /s/  ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: President

                                     By:   /s/  JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Treasurer and Assistant 
                                                 Secretary

Dated as of April 8, 1998            SILVERLEAF HOTELS, INC.


                                     By:   /s/  ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:   /s/  JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Treasurer and Assistant 
                                                 Secretary


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Dated as of April 8, 1998            SILVERLEAF TRAVEL, INC.


                                     By:  /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:  /s/ JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Vice President, Treasurer and
                                                   Assistant Secretary

Dated as of April 8, 1998            SILVERLEAF RESORT ACQUISITIONS, INC.


                                     By:  /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:  /s/ JOE W. CONNER
                                          -------------------------------------
                                          Name:  Joe W. Conner
                                          Title:  Assistant Secretary

Dated as of April 8, 1998            VILLAGES LAND, INC.


                                     By:  /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: President

                                     By:  /s/ JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Assistant Secretary

Dated as of April 8, 1998            BULL'S EYE MARKETING, INC. (Calif.)


                                     By:  /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:  /s/ JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Treasurer and Assistant 
                                                 Secretary


<PAGE>   4

Dated as of April 8, 1998            BULL'S EYE MARKETING, INC. (Del.)


                                     By:  /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:  /s/ JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Treasurer and Assistant 
                                                 Secretary

Dated as of April 8, 1998            SILVERLEAF BERKSHIRES, INC.


                                     By:  /s/ ROBERT E. MEAD
                                          -------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                     By:  /s/ JOE W. CONNER
                                          -------------------------------------
                                          Name: Joe W. Conner
                                          Title: Assistant Secretary