**FIRST
      AMENDMENT TO**


**RECEIVABLES
      LOAN AND SECURITY AGREEMENT**




THIS
      FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ **Amendment** ”)
      is
      dated as of April 28, 2006 (the “ **Closing
      Date** ”),
      by
      and between **CAPITALSOURCE
      FINANCE LLC** ,
      a
      Delaware limited liability company, as secured party (herein referred to as
      the **“** **Lender** **”** )
      and **SILVERLEAF
      RESORTS, INC.** ,
      a Texas
      corporation, as debtor (herein referred to as the **“** **Borrower** **”** ).




**RECITALS**




A.  Borrower
      and Lender have entered into that certain Receivables Loan and Security
      Agreement, dated as of April 29, 2005 (as amended and modified from time to
      time, the “ **Loan
      Agreement** ”).




B.  The
      Borrower and Lender desire to amend the Loan Agreement on the terms and
      conditions as hereinafter set forth.




NOW,
      THEREFORE, in consideration of the premises herein contained and other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties, intending to be legally bound, agree as
      follows:




**AGREEMENT**




**ARTICLE
      I**


**Definitions**




**1.01**  Capitalized
      terms used in this Amendment are defined in the Loan Agreement, as amended
      hereby, unless otherwise stated.




**ARTICLE
      II**


**Amendments
      to Loan Agreement**




Effective
      as of the date hereof, the Loan Agreement is hereby amended as
      follows:




**2.01**  **Amendment
      to Section 1.35** **.**  Section
      1.35(n) of the
      Loan Agreement is hereby amended and restated in its entirety to read as
      follows:




“(n)  The
      maximum outstanding principal balance of any Pledged Note Receivable hereunder
      does not exceed $50,000 and the maximum aggregate exposure by any one obligor
      shall not exceed two (2) Pledged Notes Receivable, without the prior written
      consent of Lender; provided , however ,
      with
      respect to up to ten percent (10%) of the unpaid principal balance of all
      Pledged Notes Receivable, the maximum outstanding principal balance of any
      Pledged Note Receivable may exceed $50,000 so long as (i) the maximum
      outstanding principal balance of any such Pledged Note Receivable does not
      exceed $150,000 and (ii) the maximum aggregate exposure by any one obligor
      shall
      not exceed $250,000;”


First
          Amendment to Receivables Loan and Security Agreement




**2.02**  **Amendment
      to Section 1.50** **.** Section 1.50 of the
      Loan Agreement is hereby amended and restated in its entirety to read as
      follows:




“1.50 Interest
      Rate . On
      any
      date, for all Advances and Obligations, unless otherwise set forth in this
      Agreement, the fluctuating rate of interest per annum equal to the sum of the
      Prime Rate in effect on such day plus three-quarters of one percent (0.75%)
      per
      annum. The Interest Rate shall be calculated based on a three hundred sixty
      (360) day year and charged for the actual number of days elapsed.




**2.03**  **Amendment
      to Section 1** **.** Section
      1 of the Loan Agreement is hereby amended to add the definition of “Prime Rate”
in correct alphabetical order as set forth below.




“ Prime
      Rate .
      The
      rate announced from time to time as the “prime rate” by Citibank, N.A., New
      York, New York; provided ,
      that
      should Lender be unable to determine such rate, such other indication of the
      prevailing prime rate of interest as Lender shall reasonably
      select.”




**2.04**  **Amendment
      to Section 1.55** **.** Section
      1.55 of the Loan Agreement is hereby deleted in its entirety.




**2.05**  **Amendment
      to Section 2.3** **.** Section
      2.3 of the Loan Agreement is hereby amended to delete the term “LIBOR Rate” and
      replace it with the term “Prime Rate” in each instance that is it used
      therein.




**2.06**  **Amendment
      to Section 2.7** **.** Section
      2.7 of the Loan Agreement is hereby amended to delete the phrase “or as the
      consequence of the breaking of any LIBOR contract” found therein.




**2.07**  **Amendment
      to Section 2.8** **.** Section
      2.8 of the Loan Agreement is hereby amended to delete the term “LIBOR Rate”
found therein and replace it with the term “Prime Rate”.




**2.08**  **Amendment
      to Section 2.9** **.** Section
      2.9 of the Loan Agreement is hereby amended to delete clauses
      (a) and (b) found
      therein.




**2.09**  **Amendment
      to Section 2** **** Section
      2
      of the Loan Agreement is hereby amended by adding Section 2.11 thereto to read
      as follows:


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          Amendment to Receivables Loan and Security Agreement
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“2.11  Non-Recourse.




Subject
      to the qualifications below, Lender shall not enforce the liability and
      obligation of Borrower to perform and observe the obligations contained in
      this
      Agreement or any of the other Loan Documents by any action or proceeding wherein
      a money judgment shall be sought against Borrower, except that Lender may bring
      a foreclosure action, an action for specific performance or any other
      appropriate action or proceeding to enable Lender to enforce and realize upon
      its interest under this Agreement and the other Loan Documents, or in any
      Collateral or any other collateral provided to Lender pursuant to the Loan
      Documents; provided , however ,
      that,
      except as otherwise specifically provided in this Agreement, any judgment in
      any
      such action or proceeding shall be enforceable against Borrower only to the
      extent of Borrower’s interest in any Collateral, and in any other collateral
      given to Lender, and Lender, by accepting this Agreement and the other Loan
      Documents, shall not sue for, seek or demand any deficiency judgment against
      Borrower in any such action or proceeding under or by reason of or under or
      in
      connection with this Agreement or the other Loan Documents. The provisions
      of
      this Section shall not, however, (A) constitute a waiver, release or impairment
      of any obligation evidenced or secured by any of the Loan Documents; (B) impair
      the right of Lender to name Borrower as a party defendant in any action or
      suit
      for foreclosure and sale under any Loan Document; (C) affect the validity or
      enforceability of any guaranty made in connection with the Loan or any of the
      rights and remedies of Lender thereunder; (D) impair the right of Lender to
      obtain the appointment of a receiver; (E) constitute a prohibition against
      Lender to seek a deficiency judgment against Borrower in order to fully realize
      the security granted by any Loan Document or to commence any other appropriate
      action or proceeding in order for Lender to exercise its remedies against any
      Collateral; or (F) constitute a waiver of the right of Lender to enforce the
      liability and obligation of Borrower, by money judgment or otherwise, to the
      extent of any loss, damage, cost, expense, liability, claim or other obligation
      incurred by Lender (including attorneys’ fees and costs reasonably incurred)
      arising out of or in connection with (and Borrower shall be personally liable
      for) the following:




(A)  Borrower’s
      commission of a criminal act;




(B)  the
      removal or disposal of any personal property from any Collateral in violation
      of
      the terms of any of the Loan Documents unless replaced by personal property
      of
      reasonably equivalent value;


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          Amendment to Receivables Loan and Security Agreement
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(C)  any
      matters arising under Section
      9.3 of this
      Agreement;




(D)  the
      misapplication by Borrower of any funds derived from any Collateral, including
      security deposits, insurance proceeds and condemnation awards;




(E)  the
      fraud
      or willful or intentional misrepresentation by Borrower made in or in connection
      with the Loan Documents, or the Loan or any Collateral;




(F)  Borrower’s
      collection of rents more than one month in advance or entering into or modifying
      written leases, or receipt of monies by Borrower in connection with the
      modification of any written leases, in violation of this Agreement or any of
      the
      other Loan Documents;




(G)  Borrower’s
      failure to apply proceeds of rents or any other payments in respect of the
      leases and other income of any Collateral or any other collateral to the costs
      of maintenance and operation of any Collateral and to the payment of taxes,
      lien
      claims, insurance premiums, debt service and other amounts due under the Loan
      Documents or failure to deliver to Lender rents or security deposits upon
      request after the occurrence of an Event of Default;




(H)  Any
      Change in Management occurs;




(I)  Borrower’s
      failure to maintain insurance as required by this Agreement or to pay any taxes
      or assessments affecting any Collateral;




(J)  any
      damage, destruction or waste to any Collateral or other collateral securing
      the
      Loan caused by the acts or omissions of Borrower, its Lenders, administrators,
      managers, members or employees; or




(K)  Borrower’s
      failure to pay for any loss, liability or expense (including reasonable
      attorneys’ fees) incurred by Lender arising out of any claim or allegation made
      by Borrower, its successors or assigns, or any creditor of Borrower, that this
      Agreement or the transactions contemplated by the Loan Documents establish
      a
      joint venture, partnership or other similar arrangement between Borrower and
      Lender.


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          Amendment to Receivables Loan and Security Agreement
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The
      foregoing limitation of liability contained above is personal to the original
      Borrower named herein and may not be assigned or transferred in any manner.
      Accordingly, the successors and assigns of the original Borrower named herein
      shall not receive the benefit of the foregoing limitation of liability, and
      the
      Loan shall be full recourse to that successor or assign.




Notwithstanding
      anything to the contrary in this Agreement or any of the other Loan Documents,
      (A) Lender shall not be deemed to have waived any right which Lender may have
      under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy
      Code, and any comparable foreign laws relating to bankruptcy, insolvency or
      creditors’ rights to file a claim for the full amount of the Loan or to require
      that all collateral shall continue to secure all of the Loan owing to Lender
      in
      accordance with the Loan Documents, and (B) the Loan shall be fully recourse
      to
      Borrower in the event that:




(A)  Borrower
      files a voluntary petition under the Bankruptcy Code or any other federal or
      state bankruptcy or insolvency law;




(B)  Any
      Change in Management occurs without the prior written consent of Lender (which
      consent shall be in Lender’s sole discretion);




(C)  an
      officer, director, representative or Person which owns or controls, directly
      or
      indirectly, Borrower, or an affiliate of any of the foregoing, files, or joins
      in the filing of, an involuntary petition against Borrower under the Bankruptcy
      Code or any other federal or state bankruptcy or insolvency law, or solicits
      or
      causes to be solicited petitioning creditors for any involuntary petition
      against Borrower from any Person;




(D)  Borrower
      files an answer consenting to or otherwise acquiescing in or joining in any
      involuntary petition filed against it, by any other Person under the Bankruptcy
      Code or any other federal or state bankruptcy or insolvency law, or solicits
      or
      causes to be solicited petitioning creditors for any involuntary petition from
      any Person;


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          Amendment to Receivables Loan and Security Agreement
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(E)  in
      any
      case or proceeding under the Bankruptcy Code or in any other judicial
      proceeding, all or any portion of the lien of Lender or the obligations of
      Borrower to pay principal and interest as specified in the Loan Documents is
      rescinded, set aside, or determined to be void or unenforceable, or any of
      the
      terms of any of the Loan Documents is modified without Lender’s
      consent;




(F)  fraud,
      misappropriation of funds or theft is committed by Borrower or any affiliate
      of
      Borrower in connection with the Loan or any Collateral;




(G)  an
      intentional misrepresentation is made by Borrower or any affiliate of Borrower
      in connection with the Loan or the obtaining of the Loan; or




(H)  Borrower
      or any of its affiliates asserts any claim, defense, or offset against Lender
      that Borrower has waived or agreed not to assert.




None
      of
      the foregoing limitations on the personal liability of Borrower shall modify,
      diminish or discharge the personal liability of any Guarantor under any
      Guaranty.”




**2.10**  **Amendment
      to Section 11** **.** Section
      11 of the
      Loan Agreement is hereby amended to add the following Section
      11.24 thereto
      in its entirety as follows:




“11.24  **** Treatment
      of Fees.




The
      parties hereto agree that all fees due and payable by the Borrower under this
      Agreement, including, without limitation, pursuant to Sections
      2.4 and 2.5 hereof,
      shall be deemed to be and shall be treated as interest in respect of the
      outstanding principal amount of the Loan; provided , however ,
      that
      nothing in this Section
      11.24 shall in
      any way modify or reduce the obligations of the Borrower under Section 2.3  of
      this
      Agreement.”




**2.11**  **Amendment
      to Section 11** **.** Section
      11 of the Loan Agreement is hereby amended to add the following Section
      11.25 thereto
      in its entirety as follows:


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          Amendment to Receivables Loan and Security Agreement
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“11.25  **** Agency




If
      any of
      the Obligations are held at any time by any party other than CapitalSource
      Finance LLC, then each Lender and its successors and assigns hereby (i)
      designates and appoints CapitalSource Finance LLC, a Delaware limited liability
      company, and its successors and assigns (“ CapitalSource ”),
      to
      act as agent and servicer for Lender and its successors and assigns under this
      Agreement and all other Loan Documents, (ii) irrevocably authorizes
      CapitalSource to take all actions on its behalf under the provisions of this
      Loan Agreement and all other Loan Documents, (iii) irrevocably authorizes
      CapitalSource to exercise all such powers and rights, and to perform all such
      duties and obligations hereunder and thereunder, (iv) irrevocably agrees not
      to
      take any such action or exercise any such powers or rights individually or
      otherwise other than through CapitalSource in its capacity as agent hereunder
      and (v) agrees that any right to control or replace CapitalSource in its
      capacity as such agent shall be exercised by at least a majority in interest
      of
      the holders of the Obligations. CapitalSource, on behalf of and for the pro
      rata
      benefit of each of the holders of the Obligations, shall hold all Collateral
      and
      receive all payments of principal and interest, fees, charges and collections
      received pursuant to this Agreement and all other Loan Documents. Borrower
      acknowledges that each Lender and its successors and assigns transfers and
      assigns to CapitalSource the sole and exclusive right to act as Lender's agent,
      to hold, possess and/or prefect security interests in all Collateral, enforce
      all rights, receive all payments and perform all obligations of each Lender
      contained herein and in all of the other Loan Documents. Borrower shall within
      ten (10) Business Days after CapitalSource’s reasonable request, take such
      further actions, obtain such consents and approvals and duly execute and deliver
      such further agreements, amendments, assignments, instructions or documents
      as
      CapitalSource may request to further evidence the appointment and designation
      of
      CapitalSource as agent for each Lender and any other holders of the
      Obligations.”




**ARTICLE
      III** **Conditions
      Precedent**




**3.01**  **Conditions
      to Effectiveness** **.** The
      effectiveness of this Amendment is subject to the satisfaction of the following
      conditions precedent in a manner satisfactory to Lender, unless specifically
      waived in writing by Lender:




(a)  Lender
      shall have received this Amendment, duly executed by the Borrower and
      Lender.




(b)  Lender
      and Borrower shall have entered into an amendment and restatement of the
      Inventory Loan Agreement in form and substance satisfactory to
      Lender.


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          Amendment to Receivables Loan and Security Agreement
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(c)  Lender
      shall have received a copy of the resolutions in form and substance reasonably
      satisfactory to Lender, of the board of directors of Borrower authorizing the
      execution, delivery and performance of this Amendment, certified by the
      secretary of the Borrower as of the Closing Date, and such certificate shall
      state that the resolutions thereby certified have not been amended, modified,
      revoked or rescinded as of the date of such certificate.




(d)  The
      representations and warranties contained herein and in the Loan Agreement,
      as
      amended hereby, and the Loan Documents, shall be true and correct as of the
      date
      hereof, as if made on the date hereof.




(e)  No
      Default or Event of Default shall have occurred and be continuing, unless such
      Default or Event of Default has been otherwise specifically waived in writing
      by
      Lender.




(f)  All
      corporate proceedings taken in connection with the transactions contemplated
      by
      this Amendment and all documents, instruments and other legal matters incident
      thereto shall be satisfactory to Lender.




(g)  All
      corporate and other proceedings, and all documents, instruments and other legal
      matters in connection with the execution of this Amendment shall be satisfactory
      in form and substance to Lender and its counsel.




**ARTICLE
      IV**  **No
      Waiver**




**4.01**  **No
      Waiver** **.** Borrower
      is hereby notified that irrespective of (i) any waivers or consents
      previously granted by Lender regarding the Loan Agreement and the Loan
      Documents, (ii) any previous failures or delays of Lender in exercising any
      right, power or privilege under the Loan Agreement or the Loan Documents, or
      (iii) any previous failures or delays of Lender in the monitoring or in the
      requiring of compliance by Borrower with the duties, obligations, and agreements
      of Borrower in the Loan Agreement and the Loan Documents, Borrower will be
      expected to comply strictly with its duties, obligations and agreements under
      the Loan Agreement and the Loan Documents.




Except
      as
      expressly provided in this Amendment, nothing contained in this Amendment or
      any
      other communication between Lender and the Borrower shall be a waiver of any
      past, present or future violation, Default or Event of Default of Borrower
      under
      the Loan Agreement or any Loan Document. Similarly, Lender hereby expressly
      reserves any rights, privileges and remedies under the Loan Agreement and each
      Loan Document that Lender may have with respect to each violation, Default
      or
      Event of Default, and any failure by Lender to exercise any right, privilege
      or
      remedy as a result of the violations set forth above shall not directly or
      indirectly in any way whatsoever either (i) impair, prejudice or otherwise
      adversely affect the rights of Lender, except as set forth herein, at any time
      to exercise any right, privilege or remedy in connection with the Loan Agreement
      or any Loan Document, (ii) amend or alter any provision of the Loan
      Agreement or any Loan Document or any other contract or instrument, or
      (iii) constitute any course of dealing or other basis for altering any
      obligation of Borrower or any rights, privilege or remedy of Lender under the
      Loan Agreement or any Loan Document or any other contract or instrument. Nothing
      in this Amendment shall be construed to be a consent by Lender to any prior,
      existing or future violations of the Loan Agreement or any Loan
      Document.


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**ARTICLE V**


**Ratifications,
      Representations and Warranties**




**5.01**  **Ratifications** **.** The
      terms and provisions set forth in this Amendment shall modify and supersede
      all
      inconsistent terms and provisions set forth in the Loan Agreement and the Loan
      Document, and, except as expressly modified and superseded by this Amendment,
      the terms and provisions of the Loan Agreement and the Loan Document are
      ratified and confirmed and shall continue in full force and effect. The Borrower
      and Lender agree that the Loan Agreement and the Loan Document, as amended
      hereby, shall continue to be legal, valid, binding and enforceable in accordance
      with their respective terms.




**5.02**  **Representations
      and Warranties** **.** The
      Borrower hereby represents and warrants to Lender that (a) the execution,
      delivery and performance of this Amendment and any and all Loan Document
      executed and/or delivered in connection herewith have been authorized by all
      requisite corporate action on the part of the Borrower and will not violate
      the
      organizational documents or governing documents of Borrower; (b) the
      representations and warranties contained in the Loan Agreement, as amended
      hereby, and any Loan Document are true and correct on and as of the date hereof
      and on and as of the date of execution hereof as though made on and as of each
      such date; (c) no Default or Event of Default under the Loan Agreement, as
      amended hereby, has occurred and is continuing, unless such Default or Event
      of
      Default has been specifically waived in writing by Lender; and (d) the Borrower
      is in full compliance with all covenants and agreements contained in the Loan
      Agreement and the Loan Document, as amended hereby; (e) Borrower has not amended
      its organizational documents or its governing documents since the date of the
      Loan Agreement.




**ARTICLE
      VI**


**Miscellaneous
      Provisions**




**6.01**  **Survival
      of Representations and Warranties** **.** All
      representations and warranties made in the Loan Agreement or any Loan Document,
      including, without limitation, any document furnished in connection with this
      Amendment, shall survive the execution and delivery of this Amendment and the
      Loan Document, and no investigation by Lender or any closing shall affect the
      representations and warranties or the right of Lender to rely upon
      them.


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**6.02**  **Reference
      to Loan Agreement** **.** Each of
      the Loan Agreement and the Loan Document, and any and all documents or
      instruments now or hereafter executed and delivered pursuant to the terms hereof
      or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby
      amended so that any reference in the Loan Agreement and such Loan Document
      to
      the Loan Agreement shall mean a reference to the Loan Agreement, as amended
      hereby.




**6.03**  **Expenses
      of Lender** **.** As
      provided in the Loan Agreement, the Borrower agrees to pay on demand all costs
      and expenses incurred by Lender in connection with the preparation, negotiation,
      and execution of this Amendment and the Loan Documents executed pursuant hereto,
      including, without limitation, the costs and fees of Lender’s legal counsel, and
      all costs and expenses incurred by Lender in connection with the enforcement
      or
      preservation of any rights under the Loan Agreement, as amended hereby, or
      any
      Loan Document, including, without, limitation, the costs and reasonable fees
      of
      Lender’s legal counsel in connection with any such enforcement or preservation
      efforts.




**6.04**  **Severability** **.** Any
      provision of this Amendment held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Amendment and the effect thereof shall be confined to the provision so held
      to
      be invalid or unenforceable.




**6.05**  **Successors
      and Assigns** **.** This
      Amendment is binding upon and shall inure to the benefit of Lender and the
      Borrower and their respective successors and assigns, except that the Borrower
      may not assign or transfer any of their rights or obligations hereunder without
      the prior written consent of Lender.




**6.06**  **Counterparts** **.** This
      Amendment may be executed in one or more counterparts, each of which when so
      executed shall be deemed to be an original, but all of which when taken together
      shall constitute one and the same instrument.




**6.07**  **Effect
      of Waiver** **.** No
      consent or waiver, express or implied, by Lender to or for any breach of or
      deviation from any covenant or condition by the Borrower shall be deemed a
      consent to or waiver of any other breach of the same or any other covenant,
      condition or duty.




**6.08**  **Headings** **.** The
      headings, captions, and arrangements used in this Amendment are for convenience
      only and shall not affect the interpretation of this Amendment.




**6.09**  **Applicable
      Law** **.** THIS
      AMENDMENT AND ALL LOAN DOCUMENT EXECUTED PURSUANT HERETO SHALL BE DEEMED TO
      HAVE
      BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.


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**6.10**  **Final
      Agreement** **.** THE LOAN
      AGREEMENT AND THE LOAN DOCUMENT, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE
      EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE
      DATE
      THIS AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AND THE LOAN DOCUMENTS, AS
      AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
      OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
      AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE
      OR
      AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN
      AGREEMENT SIGNED BY THE BORROWER AND LENDER.




**6.11**  **Release** **.** THE
      BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,
      CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN
      BE
      ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
      “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
      FROM LENDER. THE BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
      DISCHARGES LENDER, ITS PREDECESSORS, LENDER, EMPLOYEES, SUCCESSORS AND ASSIGNS,
      FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
      EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
      UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL,
      AT
      LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
      AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST
      LENDER, ITS PREDECESSORS, LENDER, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY,
      AND
      IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
      OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING,
      WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING
      OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
      EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR LOAN DOCUMENT,
      AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.




[The
      Remainder of this Page Intentionally Left Blank]


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**IN
      WITNESS WHEREOF,** this
      Amendment has been duly executed on the date first written above.




**LENDER:****CAPITALSOURCE
              FINANCE LLC,a Delaware limited liability company**By:
            /S/
              DAVID M. MARTINName:
            David
              M. MartinTitle:
            General
              Counsel




**BORROWER:****SILVERLEAF
              RESORTS, INC.,a Texas corporation**By:
            /S/
              HARRY J. WHITE, JR.Name:
            Harry
              J. White, Jr.Title:
            CFO




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          Amendment to Receivables Loan and Security Agreement