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                                                                    EXHIBIT 10.2


                                 AMENDMENT NO. 2
                         TO LOAN AND SECURITY AGREEMENT


         Amendment No. 2 dated October 16, 2000 to Loan and Security Agreement
dated September 30, 1999 among Sovereign Bank, as agent ("Agent"), Sovereign
Bank ("Sovereign"), Liberty Bank ("Liberty") and Silverleaf Resorts, Inc.
("Silverleaf").

                              PRELIMINARY STATEMENT

         Agent, Sovereign, Liberty and Silverleaf entered into a Loan and
Security Agreement dated September 30, 1999, as amended by Amendment No. 1 dated
August 18, 2000 (the "Loan and Security Agreement").

         Borrower has requested that the Lenders increase the amount of the
Total Commitment and make other amendments to the Loan and Security Agreement,
and the Lenders have agreed on the terms and conditions set forth herein.

                                    AGREEMENT

         IT IS THEREFORE AGREED AS FOLLOWS:

         1. Capitalized terms used herein shall have the meanings provided in
the Loan and Security Agreement unless otherwise defined herein.

         2. Simultaneously with the execution of this Agreement, Borrower is
executing and delivering to Liberty a Promissory Note in the original principal
amount of $20,000,000 (the "$20,000,000 Liberty Note"). The $20,000,000 Liberty
Note shall be issued in substitution for the $15,000,000 Liberty Note.

         3. Simultaneously with the execution of this Agreement, Borrower and
Sovereign are executing a Promissory Note Modification Agreement (the "Sovereign
Note Modification Agreement").

         4. The term "Notes" shall include the $25,000,000 Sovereign Note, as
modified by the Sovereign Note Modification Agreement, and the $20,000,000
Liberty Note, and all references in the Loan and Security Agreement and other
Loan Documents to the Notes and all security for the Notes shall be deemed
references to and security for the $25,000,000 Sovereign Note, as modified by
the Sovereign Note Modification Agreement, and the $20,000,000 Liberty Note.

         5. The Term "Total Commitment" shall mean the aggregate of each
Lender's Individual Commitments, which shall equal $45,000,000.





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         6. Schedule 1 to the Loan and Security Agreement is hereby deleted and
Schedule 1 attached hereto is substituted therefor.

         7. The Borrowing Base Certificate attached to the Loan and Security
Agreement as Exhibit 1.6 is hereby deleted and Exhibit 1.6 attached hereto is
substituted therefor.

         8. The Borrower shall pay to the Agent on behalf of the Lenders a
commitment fee (the "Commitment Fee") in the amount of $50,000 at the execution
of this Amendment. The Commitment Fee is non-refundable and is deemed to be
earned in full by the Agent and the Lenders as of the date hereof, even if the
full amount of the Loans shall not be advanced.

         9. Section 2.8 of the Loan and Security Agreement is hereby deleted and
the following substituted therefor:

            2.8 Borrowing Term. The initial borrowing period for Receivables
         Loan Advances for the Loans shall commence on the date hereof and shall
         continue through August 18, 2002 (the "Borrowing Period"). Not later
         than July 18, 2002, the Borrower shall be entitled to request in
         writing to the Agent and the Lenders that the Borrowing Period be
         extended for one additional year. Upon such request, the Agent, with
         the consent of all of the Lenders, may in their sole discretion extend
         the Borrowing Period. Unless the Agent notifies the Borrower that the
         Agent and the Lenders shall extend the Borrowing Period, the Loan shall
         commence amortizing as provided in Section 2.9.

         10. Except as modified hereby, the Loan and Security Agreement remains
in full force and effect and is hereby ratified, remade and confirmed as if set
forth in full herein.

         11. The execution and delivery of this Amendment No. 2 and all
documents related thereto have been duly authorized by all necessary corporate
action, and all such documents are valid, binding and enforceable in accordance
with their terms.

         12. This Amendment shall be governed by and construed in accordance
with the substantive law the Commonwealth of Massachusetts, without giving
effect to the conflicts or choice of law provisions of Massachusetts or any
other jurisdiction, and shall have the effect of a sealed instrument.



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                                        SOVEREIGN BANK, as agent for itself and
                                        other lenders

                                        By: /s/ THOMAS J. MORRIS, DIRECTOR
                                           -------------------------------------
                                            Thomas J. Morris, Director

                                        SOVEREIGN BANK


                                        By: /s/ THOMAS J. MORRIS, DIRECTOR
                                           -------------------------------------
                                            Thomas J. Morris, Director


                                        LIBERTY BANK


                                        By: /s/ [ILLEGIBLE]
                                           -------------------------------------
                                           Its Vice President


                                        SILVERLEAF RESORTS, INC.


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








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List of Schedules and Exhibits

Schedule 1    Percentage of Commitment
Exhibit 1.6   Form of Borrowing Base Certificate