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                                                                    EXHIBIT 10.2

                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


         THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of March
31, 1999 (the "THIRD AMENDMENT"), is by and between TEXTRON FINANCIAL
CORPORATION, a Delaware corporation (the "LENDER"), and SILVERLEAF RESORTS, INC.
(formerly known as SILVERLEAF VACATION CLUB, INC.), a Texas corporation (the
"BORROWER")

                                               W I T N E S S E T H:

         WHEREAS, Borrower was formerly known as ASCENSION CAPITAL CORPORATION
(the "GUARANTOR"), the successor to ASCENSION RESORTS, LTD., a Texas limited
partnership (the "ORIGINAL BORROWER"), by merger of EQUAL INVESTMENT COMPANY, a
Texas corporation, ASCENSION RESORTS, LTD. and ASCENSION CAPITAL CORPORATION;

         WHEREAS, Lender, Original Borrower and Guarantor were parties to that
certain Loan and Security Agreement dated as of August 15, 1995, pursuant to
which the Original Borrower executed its Secured Promissory Note in favor of the
Lender in the amount of $5,000,000.00, as amended to date (the "NOTE");

         WHEREAS, on December 28, 1995 Ascension Resorts, Ltd. was merged into
the Guarantor and Guarantor was thereafter renamed Silverleaf Vacation Club,
Inc.;

         WHEREAS, on December 28, 1995, Lender, Borrower and Guarantor amended
the Agreement, as such term is hereafter defined, pursuant to a First Amendment
to Loan and Security Agreement dated as of December 28, 1995 (the "FIRST
AMENDMENT") to, among other things, evidence Lender's approval of the merger of
Ascension Resorts, Ltd. into Ascension Capital Corporation and to reflect the
above-mentioned merger and name change;

         WHEREAS, on October 31, 1996, Lender and Borrower further amended the
Agreement pursuant to a Second Amendment to Loan and Security Agreement dated as
of October 31, 1996 (the "SECOND AMENDMENT") to, among other things, increase
the amount of the Loan, decrease the interest rate, and extend the maturity date
of the Loan;

         WHEREAS, pursuant to a commitment letter dated January 26, 1999, Lender
and Borrower agreed, among other things, to further modify the terms of the
Agreement to, among other things, increase the amount of the Loan, decrease the
interest rate, extend the maturity date of the Loan and to reflect the change in
Borrower's name to Silverleaf Resorts, Inc.; and

         WHEREAS, Lender and Borrower have agreed to enter into this Third
Amendment to Loan and Security Agreement dated as of March 31, 1999 (the "THIRD
AMENDMENT") to amend the Agreement as provided in the January 26, 1999
commitment letter.



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         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. ADDITIONAL ELIGIBLE RESORTS. Section 1.1 (Definitions) is hereby amended in
part to add the following new paragraph:

              "(a) ADDITIONAL ELIGIBLE RESORTS or "ADDITIONAL ELIGIBLE RESORT.
              The terms "Additional Eligible Resorts" and "Additional Eligible
              Resort" shall have the meanings ascribed to such terms in Section
              2.8 hereof."

2. AGREEMENT. Section 1.1(c) (Agreement) is hereby amended to read as follows:

              "(d) AGREEMENT. This Loan and Security Agreement by and among the
              Borrower and the Lender (including the Exhibits and Schedules
              attached hereto), as amended by the First Amendment, the Second
              Amendment and the Third Amendment, as it may be further amended
              from time to time."


3. BORROWING BASE. Section 1.1(e) (Borrowing Base) is hereby amended to read as
follows:

              "(f)BORROWING BASE. With respect to Eligible Notes Receivable
              pledged to the Lender in connection with each Advance, including
              any Advance made prior to the date of the Third Amendment, an
              amount equal to eighty-five percent (85%) of the remaining
              principal balance of each such Eligible Note Receivable for each
              Advance."

4. BUSINESS DAY. Section 1.1(f) (Business Day) is hereby amended to read as
follows:

              "(g) BUSINESS DAY. Each day which is not a Saturday, a Sunday or a
              legal holiday under the laws of the State of Rhode Island, the
              State of Connecticut or the State of Texas."

5. COMMITMENT. Section 1.1(j) (Commitment) is hereby amended to read as follows:

              "(k) COMMITMENT. Collectively, (i) the Loan Commitment issued by
              Lender to Borrower dated May 11, 1995 and accepted on May 26, 1995
              (the "ORIGINAL COMMITMENT"); (ii) the Loan Commitment issued by
              Lender to Borrower dated October 29, 1996 and accepted on December
              27, 1996 (the "1996 COMMITMENT") and (iii) the Loan Commitment
              issued by Lender to Borrower dated January 26, 1999 and accepted
              on January 28, 1999 (the "1999 COMMITMENT")."

6. COMMITMENT FEE. Section 1.1(k) (Commitment Fee) is hereby amended to read as
follows:

              "(l) COMMITMENT FEE. With respect to the Original Commitment, the
              commitment fee in the amount of $50,000.00 described in the
              Original


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              Commitment, which was paid in accordance with the terms of the
              Original Commitment. With respect to the 1996 Commitment, the
              commitment fee in the amount of $100,000.00 described in the 1996
              Commitment, which was paid in accordance with the terms of the
              1996 Commitment. With respect to the 1999 Commitment, the
              commitment fee in the amount of $750,000 described in the 1999
              Commitment, which is to be paid in accordance with the terms of
              Section 2.7 hereof."

7. DIVISION. Section 1.1(q) (Division or Commission) is hereby amended to read
as follows:

              "(r) DIVISION. The governmental authority of each state in which a
              Resort is located, having jurisdiction over the establishment and
              operation of the Resort in question and the sale of Intervals at
              such Resort."

8. ELIGIBLE NOTES RECEIVABLE. Section 1.1(r) (Eligible Notes Receivable) is
hereby amended in part as follows:

              (a)     Section 1.1(s)(vii) is hereby amended to read as follows:

                      "(vii) which shall have an original term of no more than
                      eighty-four (84) months, provided, however, that up to but
                      not more than ten percent (10%) of all Eligible Notes
                      Receivable may at any time be comprised of Eligible Notes
                      Receivable having an original term of no more than one
                      hundred twenty (120) months;"

              (b)     Section 1.1(s)(xi) is hereby amended to read as follows:

                      "(xi) The rate of interest payable on the unpaid balance
                      is at least the rate required so that when the Advance is
                      made in respect of such Eligible Note Receivable the
                      average interest rate on all Eligible Notes Receivable in
                      respect of which Advances are outstanding shall not be
                      less than thirteen percent (13%) per annum at any time;"

              (c)     Section 1.1(r) is hereby amended in part to add the 
following sentence:

                      Notwithstanding anything herein to the contrary, Lender
                      shall be under no obligation to accept Notes Receivable
                      from more than 681 intervals of the Crown Resorts, as
                      described in Schedule 4.6(c)(iii), other than the Quail
                      Hollow Resort and any other Crown Resort for which
                      Borrower delivers to Lender acceptable Mortgagee Title
                      Insurance Policy with respect to each Mortgage securing
                      such Notes Receivable.

9. ENVIRONMENTAL LAWS. Section 1.1(t) (Environmental Laws) is hereby amended to
read as follows:


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                      "(u) ENVIRONMENTAL LAWS. Comprehensive Environmental
                      Response, Compensation and Liability Act of 1980, as
                      amended from time to time ("CERCLA"), the Resource
                      Conservation and Recovery Act of 1976, as amended from
                      time to time ("RCRA"), the Superfund Amendments and
                      Reauthorization Act of 1986, as amended, the federal Clean
                      Air Act, the federal Clean Water Act, the federal Safe
                      Drinking Water Act, the federal Toxic Substances Control
                      Act, the federal Hazardous Materials Transportation Act,
                      the federal Emergency Planning and Community Right to Know
                      Act of 1986, the federal Endangered Species Act, the
                      federal Occupational Safety and Health Act of 1970, the
                      federal Water Pollution Control Act, all state and local
                      environmental laws, rules and regulations of each state in
                      which a Resort is located, as all of the foregoing
                      legislation may be amended from time to time, and any
                      regulations promulgated pursuant to the foregoing;
                      together with any similar local, state or federal laws,
                      rules, ordinances or regulations either in existence as of
                      the date hereof, or enacted or promulgated after the date
                      of this Agreement, that concern the management, control,
                      storage, discharge, treatment, containment, removal and/or
                      transport of Hazardous Materials or other substances that
                      are or may become a threat to public health or the
                      environment; together with any common law theory involving
                      Hazardous Materials or substances which are (or alleged to
                      be) hazardous to human health or the environment, based on
                      nuisance, trespass, negligence, strict liability or other
                      tortious conduct, or any other federal, state or local
                      statute, regulation, rule, policy, or determination
                      pertaining to health, hygiene, the environment or
                      environmental conditions."

10. ENVIRONMENTAL INDEMNIFICATION AGREEMENT. Section 1.1 (Definitions) is hereby
amended in part to add the following new paragraph:

                      "(v) ENVIRONMENTAL INDEMNIFICATION AGREEMENT shall mean
                      the Environmental Indemnification Agreement, in the form
                      attached as Exhibit C, to be made by the Borrower to the
                      Lender pursuant to this agreement, as the same may be
                      amended from time to time."

11. EURODOLLAR BUSINESS DAY. Section 1.1 (Definitions) is hereby amended in part
to add the following new paragraph:

                      "(w) Eurodollar Business Day shall mean any day on which
                      commercial banks are open for international business
                      (including dealings in dollar deposits) in London,
                      England."

12. FINAL MATURITY DATE. Section 1.1(w) (Final Maturity Date) is hereby amended
to read as follows:

                      "(z) Final Maturity Date. April 1, 2005.

13. INTEREST RATE. Section 1.1(cc) (Interest Rate) is hereby amended to read as
follows:


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                      "(ff) INTEREST RATE. The variable rate, adjusted as of
                      each LIBOR Determination Date, equal to the sum of LIBOR,
                      determined as of each LIBOR Determination Date, plus three
                      percent (3.0%) per annum."

14. INTERVAL. Section 1.1 (dd) (Interval) is hereby amended to read as follows:

                      "(gg) INTERVAL. With respect to each Resort the undivided
                      fractional fee interval ownership interest as a
                      tenant-in-common ((sometime referred to in the Timeshare
                      Documents as a Condoshare Interest or Condoshare Week) in
                      a Unit sold to a Purchaser by delivery of a deed for a
                      time-share period per calendar year (or, in the case of a
                      biennial use period, per alternate calendar year) of one
                      week (as defined in the Declaration), together with all
                      appurtenant rights and interests, including, without
                      limitation, appurtenant rights in and to Common Elements,
                      and easement, license, access and use rights in and to all
                      Resort facilities and amenities (as described in the
                      Declaration), all as more particularly described in the
                      Declaration or other Timeshare Documents. Notwithstanding
                      the foregoing, the term "Interval" shall also include,
                      with respect to the Oak `N Spruce Resort only, the
                      beneficial interest in the entity which owns each of the
                      Units at the Oak `N Spruce Resort, as evidenced by the
                      delivery to the Purchaser of any such beneficial interest
                      of a certificate of beneficial interest for a timeshare
                      period per calendar year (or, in the case of biennial use
                      period, per alternate calendar year) of one week (as
                      defined in the Oak N' Spruce Resort Declaration), together
                      with all pertinent rights and interests, including,
                      without limitation, a pertinent right in and to Common
                      Elements, and easements, license, access and use rights in
                      and to all Oak `N Spruce Resort facilities and amenities,
                      all as more particularly described in the Declaration or
                      other Timeshare Documents for the Oak `N Spruce Resort."

15. LIBOR. Section 1.1 (Definitions). is hereby amended in part to add the
following new paragraph:

                      "(hh) LIBOR shall mean, with respect to any LIBOR Rate
                      Period, the rate per annum (rounded upwards, if necessary,
                      to the nearest one-sixteenth (1/16th) of one percent (1%))
                      reported at 11:00 a.m. London time on the first day of
                      each LIBOR Rate Period (or if such date is not a
                      Eurodollar Business Day, the immediately preceding
                      Eurodollar Business Day) (such date, the "LIBOR
                      DETERMINATION DATE"), on Dow Jones Telerate Service Page
                      3750 (British Bankers Association Settlement Rate) as the
                      non-reserve adjusted London Interbank Offered Rate for
                      U.S. dollar deposits having a ninety (90) day term (or on
                      such other page as may replace said Page 3750 on that
                      service or such other service or services as may be
                      nominated by the British Bankers Association for the
                      purpose of displaying such rate, all as determined by
                      Lender in its sole but good faith discretion). In the
                      event that (i) more than one such LIBOR is provided, the
                      average of such rates shall apply, or (ii) no such LIBOR
                      is published, then LIBOR shall be determined from such
                      comparable financial


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                      reporting company as Lender in its sole but good faith
                      discretion shall determine. LIBOR for any LIBOR Rate
                      Period shall be adjusted from time to time by increasing
                      the rate thereof to compensate Lender and any Participant
                      for any aggregate reserve requirements (including, without
                      limitation, all basic, supplemental, marginal and other
                      reserve requirements and taking into account any
                      transitional adjustments or other scheduled changes in
                      reserve requirements during any LIBOR Rate Period) which
                      are required to be maintained by Lender or such
                      Participant with respect to "Eurocurrency Liabilities" (as
                      presently defined in Regulation D of the Board of
                      Governors of the Federal Reserve System) of the same term
                      under Regulation D, or any other regulations of a
                      Governmental Authority having jurisdiction over Lender or
                      such Participant of similar effect."

16. LIBOR RATE PERIOD. Section 1.1 (Definitions). is hereby amended in part to
add the following new paragraph:

                      "(ii) LIBOR RATE PERIOD. shall mean each successive ninety
                      (90) period during the Term. The initial LIBOR Rate Period
                      shall commence on the date of the Third Amendment (or if
                      such day is not a Eurodollar Business Day, the immediately
                      preceding Eurodollar Business Day) and shall terminate on
                      a date which is ninety days thereafter (or if such day is
                      not a Eurodollar Business Day, the immediately preceding
                      Eurodollar Business Day). Each LIBOR Rate Period after the
                      initial LIBOR Rate Period shall commence on the first
                      Eurodollar Business Day immediately following the
                      expiration of the immediately preceding LIBOR Rate Period
                      and shall terminate ninety days thereafter (or if such day
                      is not a Eurodollar Business Day, the immediately
                      preceding Eurodollar Business Day)."

17. LOAN. Section 1.1 (ff) (Loan) is hereby amended to read as follows:

                      "(kk) LOAN. The $75,000,000.00 revolving term facility
                      described in this Agreement, subject to the limitations
                      set forth in Section 2.1 hereof. All references to
                      "$5,000,000.00" on the cover page, in Section 1.1(ff), and
                      in Section 2.1 in the Agreement and the First Amendment
                      and all references in the Second Amendment to
                      "$15,000,000.00" are hereby changed to "$75,000,000.00"."

18. LOAN DOCUMENTS. Section 1.1 (gg) (Loan Documents) is hereby amended to read
as follows:

                      "(ll) LOAN DOCUMENTS. Collectively, this Agreement, as
                      amended by the First Amendment, the Second Amendment and
                      the Third Amendment, the Note, the Guaranty, the
                      Environmental Indemnification Agreement, the Negative
                      Pledge Agreement, the Assignment of Notes Receivable and
                      Mortgages, the Lock Box Agreement, the UCC Financing
                      Statements and such other agreements, documents,
                      instruments, certificates and materials as Lender may
                      request to evidence the Obligations, to evidence and
                      perfect the rights and Liens and


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                      security interests of Lender contemplated by the Loan
                      Documents and to effectuate the transactions contemplated
                      herein, as such agreements, documents, instruments or
                      certificates may be hereafter amended, renewed, extended,
                      restated or supplemented from time to time."

19. LOAN YEAR. Section 1.1 (hh) (Loan Year) is hereby amended to read as
follows:

                      "(mm) Loan Year. Effective commencing March 31, 1999, the
                      period from the date of the Third Amendment through the
                      last day of the next full twelve (12) calendar month
                      period and each twelve (12) calendar month period
                      thereafter."

20. LOCKBOX AGREEMENT. Section 1.1(jj) (Lockbox Agreement) is hereby amended to
read as follows: "

                      (oo) Lockbox Agreement. The Lockbox and Servicing
                      Agreement, dated as of August 15, 1995 between Borrower,
                      Lender, Servicing Agent and Lockbox Agent, as amended by
                      the First Amendment to Lock Box Agreement, dated as of
                      October 31, 1996, and the Second Amendment to Lock Box
                      Agreement, dated as of March 31, 1999, pursuant to which
                      Lockbox Agent is to provide lockbox, reporting and related
                      services and is to provide for the receipt of payments on
                      the Notes Receivable and disbursement of such payments to
                      Lender."

21. MORTGAGE. Section 1.1 (ll) (Mortgage) is hereby amended to read as follows:

                      "(qq) MORTGAGE A properly recorded, first priority
                      mortgage, deed of trust, deed to secure debt, assignment
                      of beneficial interest or other security instrument, as
                      applicable, executed and delivered by each Purchaser to
                      Borrower, securing a Pledged Note Receivable and
                      encumbering all of the right, title and interest of such
                      Purchaser in the related Encumbered Interval and Common
                      Elements, and related or appurtenant easement, access and
                      use rights and benefits."

22. NEGATIVE PLEDGE AGREEMENT. Section 1.1 (Definitions). is hereby amended in
part to add the following new paragraph:

                      "(rr) NEGATIVE PLEDGE AGREEMENT shall mean the Negative
                      Pledge Agreement, in the form attached as Exhibit C, made
                      by the Borrower and each applicable Affiliate to the
                      Lender pursuant to this Agreement, as the same may be
                      amended from time to time."

23. NOTE. Section 1.1(mm) (Note) is hereby amended to read as follows:

                      "(ss) NOTE. The Secured Promissory Note evidencing the
                      Loan dated the Closing Date executed and delivered by
                      Borrower to Lender concurrently with the Agreement, as
                      amended and restated by an Amended and Restated Secured
                      Promissory Note dated as of October 31, 1996 and as
                      further amended and restated by an Amended and Restated
                      Secured Promissory Note dated


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                      March 31, 1999 executed and delivered by Borrower to
                      Lender concurrently with the Third Amendment, a copy of
                      which is attached hereto as Exhibit C."

24. PARTICIPANT. Section 1.1 (Definitions) is hereby amended in part to add the
following new paragraph:

                      "(ww) PARTICIPANT shall mean, singly and collectively, any
                      bank or other entity, which is indirectly or directly
                      funding Lender with respect to the Loan, in whole or in
                      part, including, without limitation, any direct or
                      indirect assignee of, or participant in, the Loan."

25. RESORT OR RESORTS. Section 1.1(xx) (Resort or Resorts) is hereby amended to
read as follows:

                      "(eee) RESORT OR RESORTS (ALSO "ELIGIBLE RESORT" OR
                      "ELIGIBLE RESORTS") . Individually and collectively, as
                      applicable, each or all of the interval ownership and
                      time-share projects consisting of: (i) (A) Holly Lake
                      Ranch, Hawkins, Texas; (B) Piney Shores Resort, Conroe,
                      Texas; (C) Lake O' The Woods, Flint, Texas; (D) Hill
                      Country Resort, Canyon Lake, Texas; (E) Ozark Mountain
                      Resort, Kimberling City, Missouri; and (F) Holiday Hills
                      Resort, Branson, Missouri (also sometime individually and
                      collectively referred to herein as the "EXISTING RESORTS")
                      and (ii) subject to Lender's prior written approval and
                      satisfaction by the Borrower of the conditions precedent
                      set forth in Sections 2.8 and 4.6 hereof, the Additional
                      Eligible Resorts. The term "Resort" or "Resorts" includes,
                      among other things, the undivided annual or (biennial)
                      timeshare ownership interests (Intervals) in the
                      respective Resorts, and the appurtenant exclusive rights
                      to use Units in one or more buildings or phases and all
                      appurtenant or related properties, amenities, facilities,
                      equipment, appliances, fixtures, easements, licenses,
                      rights and interests, including without limitation, the
                      Common Elements, as established by and more fully defined
                      and described in the respective Declarations, and the
                      other Timeshare Documents."

26. TERM. Section 1.1(bbb) (Term) is hereby amended to read as follows:

                      "(iii) TERM. A period of twenty four (24) months from the
                      date of the Third Amendment, plus the number of days from
                      the date of the Third Amendment to the end of the month in
                      which the Third Amendment is executed and delivered by the
                      Borrower and the Lender."

27. TIMESHARE ACT. Section 1.1(ccc) (Timeshare Act) is hereby amended to read as
follows:

                      "(jjj) TIMESHARE ACT. Any statute, act, regulation,
                      ordinance, rule or law applicable to the establishment and
                      operation of the Resorts and the sales of the Intervals."


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28. TIMESHARE DOCUMENTS. Subparagraph (1) of Section 1.1(ddd) (Timeshare
Documents) is hereby amended to read as follows:

                      "(kkk) (1) Any registration statement required under any
                      Timeshare Act approving the establishment and operation of
                      the Resorts and the sales of Intervals."

29. UCC FINANCING STATEMENT. Section 1.1 (Definitions) is hereby amended in part
to add the following new paragraph:

                      "(nnn) UCC FINANCING STATEMENTS. The UCC-1 Financing
                      Statements, naming the Borrower or the Original Borrower
                      as debtor and the Lender as secured party, heretofore or
                      hereafter filed in connection with the Loans and all
                      amendments thereto."

30. REVOLVING LOAN. Section 2.1 (Revolving Loan) is hereby amended to read as
follows:

                      "Section 2.1 REVOLVING LOAN; LOAN PARTICIPATIONS;
                      PARTICIPANTS AND LENDING LIMITS;.

                               (a) REVOLVING LOAN. Upon the terms and subject to
                               the conditions set forth in this Agreement,
                               including, without limitation, the lending limits
                               set forth in section 2.1(c) hereof, Lender shall
                               advance to Borrower, and Borrower may borrow,
                               repay and reborrow during the Revolving Loan
                               Period, as such term is hereafter defined,
                               principal under the Loan in an amount not to
                               exceed at any time the lesser of: (i) the amount
                               of the Borrowing Base, or (ii) $75,000,000.00.
                               The Revolving Loan Period is shall mean the
                               period beginning on the date of the Third
                               Amendment and ending on March 31, 2001."

                               (b) LOAN PARTICIPATIONS AND PARTICIPANTS. Lender
                               shall have the right, without prior notice to
                               Borrower or Borrower's approval, to designate one
                               or more Participants and to sell or grant to such
                               Participants participation interests in the Loan,
                               and in the respective Loan Documents, and in the
                               Collateral, on terms and conditions satisfactory,
                               in its sole and absolute discretion, to Lender.
                               In the event that Lender so designates a
                               Participant and sells or grants such Participant
                               a participation interest in the Loan, such
                               Participant shall communicate and deal only with
                               Lender in respect to such Participant's interest
                               in the Loan, the Loan Documents and the
                               Collateral, and Borrower shall communicate and
                               deal only with Lender and not with any
                               Participant. Borrower agrees to, diligently and
                               in good faith, cooperate with Lender in
                               connection with Lender's consummation and
                               administration of a written participation
                               agreement or agreements with one or more
                               Participants or their successors and assigns, and
                               in complying with the terms of any such
                               participation agreement, including with respect
                               to

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                               periodic deliveries of accountings and reports
                               with respect to the Loan, the Loan Documents and
                               the Collateral.

                               (c) LENDING LIMITS. Borrower acknowledges, agrees
                               and confirms that Lender's obligation to fund
                               Advances under the Loan is limited to a maximum
                               aggregate principal amount at any time of
                               $50,000,000 (the "INITIAL FUNDING COMMITMENT)".
                               Lender and Borrower acknowledge that Lender has
                               entered or will enter into written participation
                               agreements which provide for Participant's
                               fundings in respect of up to $25,000,000 of the
                               Initial Funding Commitment. With respect to
                               Advances under the Loan that would cause the
                               aggregate outstanding principal balance of the
                               Loan to exceed $50,000,000, Lender's obligation
                               to make any such Advances is subject to and
                               conditioned upon a Participant's providing
                               funding to Lender in support of such Advances;
                               and therefore, Advances in excess of $50,000,000
                               at any time shall be subject to and conditioned
                               upon a Participant providing incremental funds
                               over $50,000,000 to Lender pursuant to a written
                               participation agreement acceptable to Lender in
                               its sole and absolute discretion. Advances in
                               excess of the Initial Funding Commitment are
                               hereinafter referred to as the "ADDITIONAL
                               FUNDING COMMITMENT". The maximum amount of the
                               Additional Funding Commitment shall, subject to
                               Section 2.1(a) hereof, be $25,000,000.

                               Lender agrees to use reasonable efforts to
                               procure one or more Participants to provide
                               funding for the Additional Funding Commitment,
                               and to use reasonable efforts to enter into and
                               maintain in good standing additional written
                               participation agreements satisfactory to Lender
                               in its sole and absolute discretion to the extent
                               necessary to provide for Advances up to the
                               maximum amount of the Additional Funding
                               Commitment, but in no event shall the total
                               outstanding principal balance of the Loan exceed
                               the amount determined in accordance with Section
                               2.1(a) hereof. If for any reason Lender does not
                               procure Participants for the Additional Funding
                               Commitment, or does procure such Participants but
                               does not enter into a written participation
                               agreement or agreements, acceptable to Lender in
                               its sole and absolute discretion, with any such
                               Participant for the Additional Funding
                               Commitment, or if such a participation agreement
                               is terminated, or if such a Participant fails to
                               fund to Lender its participation share of the
                               Loan as provided under its respective
                               participation agreement, then, notwithstanding
                               any provision in this Agreement, in the 1999
                               Commitment or in any Loan Document to the
                               contrary, Lender shall have no obligation to make
                               advances of principal under the Loans in excess
                               of $50,000,000 in the aggregate."


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31. VOLUNTARY PREPAYMENT. Section 2.4(a) (Voluntary Prepayment) of the Agreement
is hereby amended to read as follows:

                     "(a) VOLUNTARY PREPAYMENT. Borrower may not voluntarily
                     prepay the Loan, in whole or in part, except that: (i)
                     provided that no Event of Default shall have occurred and
                     be continuing and subject to Section 2.5 and Section 2.6
                     hereof, Borrower may, during the period from the date of
                     the Third Amendment to March 31, 2001 (the "REVOLVING LOAN
                     PERIOD"), upon thirty (30) days' prior written notice to
                     the Lender, prepay the Loan in whole or in part solely in
                     connection with the bulk sale, refinancing or
                     securitization in bulk, in minimum increments of
                     $5,000,000.00 or more, of Eligible Notes Receivable
                     relating to the Resorts, provided that any such bulk sale,
                     refinancing or securitization is not made to or with a
                     Warehouse Lender (For purposes hereof, a "Warehouse Lender"
                     means a Lender who agrees to refinance notes receivable for
                     a period of two (2) years or less); (ii) provided that no
                     Event of Default shall have occurred and be continuing and
                     subject to Section 2.6 hereof, Borrower may, on and after
                     April 1, 2001, upon thirty (30) days' prior written notice
                     to the Lender prepay the Loan in whole or in part and (iii)
                     at any time during the Term of the Loan, the Loan may be
                     prepaid in part in connection with any prepayment which
                     arises from the prepayment of one or more Eligible Notes
                     Receivable by its maker or makers.

32. PREPAYMENT PREMIUMS. Section 2.4(c) (Premiums) of the Agreement is hereby
amended to read as follows:

                     "(c) PREMIUMS. Subject to Sections 2.4(c)(ii), 2.5 and 2.6
                     hereof, no prepayment premium shall be required in
                     connection with: (x) any voluntary prepayment made in
                     accordance with Section 2.4(a)(i), (y) in connection with
                     any prepayment of the principal balance of the Loan which
                     arises from the prepayment of one or more Eligible Notes
                     Receivable by its maker or makers or (z) in connection with
                     any prepayment made in accordance with Section 2.4(b)(i).
                     Except as heretofore set forth, Borrower shall, in
                     connection with a prepayment, pay to the Lender:

                           (i)      Any prepayment of the Loan pursuant to
                                    Section 2.4(a)(ii) above must be accompanied
                                    by a prepayment premium, calculated as of
                                    the date immediately prior to such
                                    prepayment, equal to one half percent (0.5%)
                                    of the then outstanding principal balance of
                                    the Loan.

                           (ii)     Notwithstanding anything herein contained to
                                    the contrary, any prepayment under this
                                    Section 2.4 must include all accrued but
                                    unpaid interest, and accrued but unpaid
                                    contributions, taxes, insurance, loan


                                       11
<PAGE>   12


                                    charges (including Minimum Loan Usage Fees,
                                    if any), custodial fees, attorneys' and
                                    paralegals' fees and expenses, amounts due
                                    pursuant to Section 2.6 hereof as a result
                                    of a Funding Loss and other fees or expenses
                                    incurred by Lender or advanced to or on
                                    behalf of Borrower by Lender pursuant to any
                                    of the Loan Documents accrued but unpaid."

33. MINIMUM LOAN USAGE FEE. Section 2.5 (Minimum Loan Usage Fee) is hereby
amended to read as follows:

                      "2.5 MINIMUM LOAN USAGE FEE. In addition to the interest
                      payable pursuant to this Agreement, during the Revolving
                      Loan period Borrower shall pay to Lender with respect to
                      the six month period commencing on April 1, 1999 and
                      ending on September 30, 1999 and with respect to each six
                      month period thereafter during the Revolving Loan Period,
                      on the fifth day after every such six month period, IN
                      ARREARS, a fee (the "MINIMUM LOAN USAGE FEE") equal to the
                      product of: (a) the excess, if any of (i) $20,000,000.00
                      over (ii) the average daily outstanding principal balance
                      of the Note for such six month period; times (b) two
                      percent (2.00%)."

34. PAYMENT OF FUNDING LOSSES AND OTHER AMOUNTS RELATING TO LIBOR CONTRACT.
Section 2 (The Loan) of the Agreement is hereby amended in part to add the
following new Section 2.6 as follows:

                      "2.6 PAYMENT OF FUNDING LOSSES AND OTHER AMOUNTS RELATING
                      TO LIBOR CONTRACT, ETC.

                                    (a) Funding Losses: Breaking of LIBOR
                      contract, Change in Law, Etc. Borrower hereby agrees to
                      pay to Lender any amount necessary to compensate Lender
                      and any Participant for any losses or costs (including,
                      without limitation, the costs of breaking any "LIBOR"
                      contract, if applicable, or funding losses determined on
                      the basis of Lender's or such Participant's reinvestment
                      rate and the interest rate thereon) (collectively,
                      "FUNDING LOSSES") sustained by Lender or any Participant:
                      (i) if the Loan, or any portion hereof, is prepaid for any
                      reason whatsoever on any date other than the Final
                      Maturity Date (including, without limitation, from
                      condemnation or insurance proceeds); (ii) upon the
                      conversion of the interest rate on the Loan to an interest
                      rate based on the Prime Rate in accordance with Section
                      2.6(b) hereof; (iii) as a consequence of the reduction of
                      any amounts received or receivable from Borrower, in
                      either case, due to the introduction of, or any change in,
                      law or applicable regulation or treaty (including the
                      administration or interpretation thereof), whether or not
                      having the force of law, or due to the compliance by
                      Lender or the Participant, as the case may be, with any
                      directive, whether or not having the force of law, or
                      request from any central bank or domestic or foreign
                      governmental authority, agency or instrumentality having
                      jurisdiction; (iv) as a consequence of the


                                       12
<PAGE>   13


                      breaking of any TLIBOR contract and/or (v) any other set
                      of circumstances not attributable to Lender's or a
                      Participant's acts. Payment of Funding Losses hereunder
                      shall be in addition to any obligation to pay any other
                      amounts due and owing under this Agreement or any other
                      Loan Documents.

                           (b) Conversion to Interest Rate Based on Prime Rate.
                      If Lender determines (which determination shall be
                      conclusive and binding upon Borrower, absent manifest
                      error) (i) that dollar deposits in an amount approximately
                      equal to the then outstanding principal balance of the
                      Loan are not generally available at such time in the
                      London Interbank Market for deposits in Eurodollars, (ii)
                      that the rate at which such deposits are being offered
                      will not adequately and fairly reflect the cost to Lender
                      or a Participant of maintaining the Interest Rate based on
                      LIBOR (or the portion of the Loan being funded by such
                      Participant), or of funding the same in such market for
                      such Interest Accrual Period, due to circumstances
                      affecting the London Interbank Market generally, (iii)
                      that reasonable means do not exist for ascertaining LIBOR,
                      (iv) that the Interest Rate based on LIBOR would be in
                      excess of the maximum interest rate which Borrower may by
                      law pay, then, in any such event, or (v) any LIBOR
                      contract is broken as a result of the sale, pledge,
                      refinancing or securitization in bulk of Eligible Notes
                      Receivable relating to the Resorts by Borrower, Lender
                      shall so notify Borrower and, as of the date of such
                      notification with respect to an event described in clauses
                      (ii), (iv) or (v) above, or as of the expiration of the
                      applicable LIBOR Rate Period with respect to an event
                      described in clause (i) or (iii) above, interest shall
                      accrue at a rate equal to the Prime Rate plus a sufficient
                      spread so that the resulting per annum interest rate is
                      approximately equal to what the rate would have been based
                      on LIBOR plus three percent (3.0%) per annum, which new
                      rate shall apply until such time as the situations
                      described above are no longer in effect, or as otherwise
                      provided herein; provided, however, if the situation
                      described in clause (ii) above occurs, (x) Borrower shall
                      have the option, to be exercised by written notice to
                      Lender, to pay Lender (in the manner reasonably required
                      by Lender) for such increased cost of maintaining the
                      Interest Rate based on LIBOR, and (y) if the same only
                      affects a portion of the Loan, then only such portion
                      shall have interest accrue at a rate equal to the Prime
                      Rate plus a sufficient spread so that the resulting per
                      annum interest rate is approximately equal to what the
                      rate would have been based on LIBOR plus three percent
                      (3.0%) per annum, and interest shall continue to accrue on
                      the remaining portion at the Interest Rate based on LIBOR.

                           (c) Back-Up Interest Rate Based on Prime Rate. If the
                      introduction of, or any change in, any law, regulation or
                      treaty, or in the interpretation thereof by any
                      governmental authority charged with the administration or
                      interpretation thereof, shall make it unlawful for Lender
                      or any Participant to maintain the Interest Rate based on
                      LIBOR with respect to the Loan, or any portion thereof, or
                      to fund the Loan, or any portion thereof, in Eurodollars
                      in the London Interbank Market, then, (i) the Loan (or
                      such portion of the Loan) shall


                                       13
<PAGE>   14


                      thereafter bear interest shall accrue at a rate equal to
                      the Prime Rate plus a sufficient spread so that the
                      resulting per annum interest rate is approximately equal
                      to what the rate would have been based on LIBOR plus three
                      percent (3.0%) per annum (unless the Default Rate shall be
                      applicable), and (ii) Borrower shall pay to Lender the
                      amount of Funding Losses (if any) incurred in connection
                      with such conversion. The accrual of interest shall accrue
                      at a rate equal to the Prime Rate plus a sufficient spread
                      so that the resulting per annum interest rate is
                      approximately equal to what the rate would have been based
                      on LIBOR plus three percent (3.0%) per annum, which new
                      rate shall continue until such date, if any, as the
                      situation described in this Section 2.6(c) is no longer in
                      effect.

                           (d) Capital Adequacy Events, Etc. If Lender or a
                      Participant, as the case may be, shall have determined
                      that the applicability of any law, rule, regulation or
                      guideline adopted pursuant to or arising out of the July
                      1988 report of the Basle Committee on Banking Regulations
                      and Supervisory Practices entitled "International
                      Convergence of Capital Measurement and Capital Standards",
                      or the adoption of any other law, rule, regulation or
                      guideline (including, but not limited to, any United
                      States law, rule, regulation or guideline) regarding
                      capital adequacy, or any change becoming effective in any
                      of the foregoing or in the enforcement or interpretation
                      or administration of any of the foregoing by any court or
                      any domestic or foreign governmental authority, central
                      bank or comparable agency charged with the enforcement or
                      interpretation or administration thereof, or compliance by
                      Lender or its holding company or such Participant or its
                      holding company, as the case may be, with any request or
                      directive regarding capital adequacy (whether or not
                      having the force of law) of any such authority, central
                      bank or comparable agency, has or would have the effect of
                      reducing the rate of return on the capital of Lender,
                      Lender's holding company, such Participant or such
                      Participant's holding company, as the case may be, to a
                      level below that which Lender or its holding company or
                      the Participant or its holding company, as the case may
                      be, could have achieved but for such applicability,
                      adoption, change or compliance (taking into consideration
                      Lender's or its holding company's or such Participant's or
                      its holding company's, as the case may be, policies with
                      respect to capital adequacy) (the foregoing being
                      hereinafter referred to as "CAPITAL ADEQUACY EVENTS"),
                      then, upon demand by Lender, Borrower shall pay to Lender,
                      from time to time, such additional amount or amounts as
                      will compensate Lender or such Participant for any such
                      reduction suffered.

                           (e) Payment of Amounts Due under Section 2.6. Any
                      amount payable by Borrower under Section 2.6(a) or 2.6(d)
                      hereof shall be paid to Lender within five (5) days of
                      receipt by Borrower of a certificate signed by an officer
                      of Lender setting forth the amount due and the basis for
                      the determination of such amount, which statement shall be
                      conclusive and binding upon Borrower, absent manifest
                      error. Failure on the part of Lender to demand payment
                      from Borrower for any such amount attributable to any
                      particular period shall not constitute a


                                       14
<PAGE>   15


                      waiver of Lender's right to demand payment of such amount
                      for any subsequent or prior period. Lender shall use
                      reasonable efforts to deliver to Borrower prompt notice of
                      any event described in Sections 2.6(a) or 2.6(d) hereof
                      and of the amount to be paid under this Section 2.6(e) as
                      a result thereof; provided, however, any failure by Lender
                      to so notify Borrower shall not affect Borrower's
                      obligation to make the payments to be made under this
                      Section 2.6(e) as a result thereof. All amounts which may
                      become due and payable by Borrower in accordance with the
                      provisions of this Section 2.6(e) shall constitute
                      additional interest hereunder and shall be secured by this
                      Agreement and the other Loan Documents."

35. COMMITMENT FEE. Section 2 (The Loan) of the Agreement is hereby amended in
part to add the following new Section 2.7 as follows:

                      "2.7 COMMITMENT FEE. Borrower and Lender acknowledge and
                      agree that the Commitment Fees due and owing by the
                      Borrower to the Lender with respect to the Original
                      Commitment, the 1995 Commitment and the 1996 Commitment
                      have been paid by the Borrower. Borrower has paid to
                      Lender the sum of $20,000, constituting a portion of 1999
                      Commitment Fee of $750,000. Borrower shall pay an
                      additional $480,000 of the 1999 Commitment on the date of
                      the Third Amendment. As agreed by Lender and Borrower,
                      payment of the remaining $250,000 of the Commitment Fee or
                      pro rata portion thereof (the "ADDITIONAL FUNDING
                      COMMITMENT FEE"), is deferred until such time as Lender
                      enters into written participation agreements, in form and
                      substance acceptable to Lender in its sole and absolute
                      discretion, with Participants providing for Participant's
                      funding commitments in respect of the Additional Funding
                      Commitment. Subject only to the foregoing condition
                      regarding $250,000 of the Commitment Fee, Borrower agrees
                      that, in addition to other commitment fees earned by
                      Lender, Lender has earned the entire Commitment Fee with
                      respect to the 1999 Commitment, notwithstanding whether a
                      closing occurs under this Agreement with respect to the
                      1999 Commitment or whether the Loan or any portion thereof
                      is funded."


36. ADDITIONAL ELIGIBLE RESORT. Section 2 (The Loan) of the Agreement is hereby
amended in part to add the following new Section 2.8 as follows:

                      "2.8 ADDITIONAL ELIGIBLE RESORT. From time to time during
                      the Term, Borrower may propose to Lender that one or more
                      additional time-share plans and projects owned and
                      operated by Borrower be included among the Eligible
                      Resorts in respect of which Advances may be made. Any such
                      proposal will be in writing, and will be accompanied or
                      supported by the due diligence and supporting Borrower,
                      Affiliate, project, financial and related information
                      identified in Section 4.6 hereto, and such other
                      information as Lender may require. Borrower will
                      reasonably cooperate with Lender's underwriting and due
                      diligence, and Borrower will be responsible for payment
                      upon billing for


                                       15
<PAGE>   16


                      Lender's out-of-pocket expenses in connection therewith.
                      Subject to Lender's and any Participant's satisfactory
                      underwriting and due diligence review, including
                      satisfaction of the conditions in Sections 4 and 5 hereof
                      as they relate to such additional time-share resorts,
                      Lender may, but shall not be required to, approve one or
                      more such additional time-share resorts, including future
                      phases or condominiums in an Existing Eligible Resort, as
                      an Eligible Resort qualifying for Advances under and
                      subject to the terms of this Agreement and the other Loan
                      Documents.

                           Subject in each instance to Lender's and each
                      Participant's acceptable underwriting and due diligence
                      review, and Lender's prior written approval, any project
                      as may be approved by Lender after the Closing Date, if
                      any, is hereinafter referred to as an "ADDITIONAL ELIGIBLE
                      RESORT". Any Advances hereunder with respect to any
                      Additional Eligible Resort will be subject to all terms an
                      conditions of this Agreement and the other Loan
                      Documents."

37. CONDITIONS PRECEDENT TO CLOSING OF THIRD AMENDMENT: Section 4 (Conditions
Precedent To The Closing) of the Agreement is hereby amended in part to add the
following new Section 4.5 as follows:

                      "Section 4.5 CONDITIONS PRECEDENT TO CLOSING OF THIRD
                      AMENDMENT. The obligation of Lender to enter into the
                      Third Amendment, and, in addition to all of the other
                      conditions precedent set forth in the Loan Agreements or
                      the other Loan Documents, to fund any further Advance
                      pursuant to the terms of the Loan Agreement, shall be
                      subject to the satisfaction of each of the following
                      conditions precedent:

                           (a) Representations, Warranties, Covenants and
                           Agreements. The representations and warranties
                           contained in the Loan Documents are and shall be true
                           and correct in all respects, and all covenants and
                           agreements have been complied with and correct in all
                           respects, and all covenants and agreements to have
                           been complied with and performed by Borrower shall
                           have been fully complied with and performed to the
                           satisfaction of Lender.

                           (b) No Prohibited Acts. Borrower shall not have taken
                           any action or permitted any condition to exist which
                           would have been prohibited by any provision of the
                           Loan Documents if such provision had been binding and
                           effective at all times during the period from May 11,
                           1995 to and including the date of the Third
                           Amendment.

                           (c) Execution by Borrower of the Third Amendment;


                                       16
<PAGE>   17


                           (d) Execution by Borrower of the Amended and Restated
                           Secured Promissory Note;

                           (e) Execution by Borrower of the Negative Pledge
                           Agreement;

                           (f) Execution by Borrower of the Amended and Restated
                           Escrow Instructions;

                           (g) Execution by Borrower of the Environmental
                           Indemnification Agreement;

                           (h) Execution by Borrower of the Second Amendment to
                           Lockbox Agreement;

                           (i) Execution by Borrower of the Borrowing Base
                           Certificate;

                           (j) Execution by Borrower of: the Borrower's
                           Affidavit with Respect to the Existing Resorts in the
                           form attached as Exhibit C;

                           (k) Execution by Borrower of the UCC Financing
                           Statements;

                           (l) Payment of the Commitment Fee in accordance with
                           Section 2.7 hereof;

                           (m) Delivery and/or satisfaction by the Borrower of
                           the conditions precedent set forth in Schedule 4.6
                           hereof;

                           (n) Execution, delivery and or satisfaction by
                           Borrower and its Affiliates of such other documents,
                           instruments, agreements, tests, reports, inspections
                           and conditions as Lender or any Participant may
                           request.

38. CONDITIONS PRECEDENT TO FUNDING OF ADVANCES WITH RESPECT TO ADDITIONAL
ELIGIBLE RESORTS. Section 4 (Conditions Precedent To The Closing) of the
Agreement is hereby amended in part to add the following new Section 4.6 as
follows:

                      "4.6 CONDITIONS PRECEDENT TO FUNDING OF ADVANCES WITH
                      RESPECT TO ADDITIONAL ELIGIBLE RESORTS. As provided in the
                      Section 2.8 hereof, Borrower may propose to Lender that
                      Lender approve one or more additional timeshare plans for
                      inclusion hereunder as an Additional Eligible Resort in
                      respect of which Advances may be made. The obligation of
                      Lender to fund any Advances on or after the date of the
                      Third Amendment with respect to an Additional Eligible
                      Resort shall be subject to


                                       17
<PAGE>   18


                      the satisfaction of each of the following conditions
                      precedent, in addition to all of the conditions precedent
                      set forth elsewhere in the Loan Documents:

                           (a) Representations, Warranties, Covenants and
                           Agreements. The representations and warranties
                           contained in the Loan Documents are and shall be true
                           and correct in all respects, and all covenants and
                           agreements have been complied with and correct in all
                           respects, and all covenants and agreements to have
                           been complied with and performed by Borrower shall
                           have been fully complied with and performed to the
                           satisfaction of Lender.

                           (b) No Prohibited Acts. Borrower shall not have taken
                           any action or permitted any condition to exist which
                           would have been prohibited by any provision of the
                           Loan Documents if such provision had been binding and
                           effective at all times during the period from May 11,
                           1995 to and including the date of the Third
                           Amendment.

                           (c) Approval of Documents Prior to Advance. Borrower
                           has delivered or caused to be delivered to Lender
                           (with copies to Lender's counsel), at least fifteen
                           (15) Business Days prior to the date of each Advance,
                           and Lender has reviewed and approved, at least five
                           (5) Business Days prior to the date of each Advance,
                           the form and content of all of the items specified in
                           each of the Submissions required pursuant to this
                           Section 4.6. Lender shall have the right to review
                           and approve any changes to the form of any of the
                           Submissions. If Lender disapproves of any changes to
                           any of the Submissions, Lender shall have the right
                           to require Borrower either to cure or correct the
                           defect objected to by Lender or to elect not to fund
                           the Loan or any Advance. Under no circumstances shall
                           Lender's failure to approve or disapprove a change to
                           any of the Submissions be deemed to be an approval of
                           such Submissions. All of the Submissions were and
                           shall be prepared at Borrower's sole cost and
                           expense, unless expressly stated to be an obligation
                           and expense of Lender. Lender shall have the right of
                           prior approval of any Preparer and may disapprove any
                           Preparer in its sole discretion, for any reason,
                           including without limitation, that Lender believes
                           that the experience, skill, reputation or other
                           aspect of the Preparer is unsatisfactory in any
                           respect. All Submissions required pursuant to this
                           Agreement shall be addressed to Lender and include
                           the following language: "THE UNDERSIGNED ACKNOWLEDGES
                           THAT TEXTRON FINANCIAL CORPORATION IS RELYING ON THE
                           WITHIN INFORMATION IN CONNECTION WITH ITS
                           DETERMINATION TO MAKE A LOAN TO SILVERLEAF RESORTS,
                           INC. IN CONNECTION WITH THE SUBJECT COLLATERAL."

                               (i) a certificate, to be dated as of the date of
                               each such Advance and signed by the president,
                               vice president, or secretary of the Borrower,
                               certifying that the conditions specified in
                               Sections 4.6(a) and (b) above are true;


                                       18
<PAGE>   19


                               (ii) copies of the articles of incorporation of
                               Borrower, together with any amendments thereto
                               certified to be true and complete by Borrower and
                               the Secretary of State of the State of Texas, a
                               current certificate of good standing for Borrower
                               issued by the Secretary of State of the State of
                               Texas, a current certificate of authority to
                               conduct business issued by the secretary of state
                               in each state in which the Borrower conducts
                               business, and copies of the by-laws of Borrower
                               certified to be true, correct and complete by the
                               secretary or assistant secretary of Borrower;

                               (iii) except for the Resorts listed on Schedule
                               4.6(c)(iii) (the "Crown Resorts"), a Survey for
                               each Additional Eligible Resort for which
                               Eligible Notes Receivable are being pledged to
                               the Lender in connection with the Advance in
                               question; and with respect to each Crown Resort,
                               a legible, full size copy of the recorded plat
                               for each such Resort;

                               (iv) a certificate of the secretary or assistant
                               secretary of Borrower certifying the adoption by
                               the board of directors thereof, respectively, of
                               a resolution authorizing the addition of the
                               Resort in question as an Additional Eligible
                               Resort and to authorize Borrower to enter into,
                               execute and deliver any Documents in connection
                               therewith;

                               (v) a certificate of the secretary or assistant
                               secretary of Borrower certifying the incumbency,
                               and verifying the authenticity of the signatures,
                               of the specified officers of Borrower authorized
                               to sign all documents required in connection with
                               such Additional Eligible Resort as required
                               pursuant to this Section 4.6;

                               (vi) an inspection report or reports covering
                               each Additional Eligible Resort for which
                               Eligible Notes Receivable are being pledged to
                               the Lender in connection with the Advance in
                               question, including without limitation all real
                               property and personal property subject to the
                               Declaration and all adjacent property,
                               confirming:

                                    (1) the absence of Hazardous Materials on
                                    the personal property and real property
                                    comprising each such Additional Eligible
                                    Resort;

                                    (2) that the inspection firm has obtained,
                                    reviewed and included within its report a
                                    CERCLIS printout from the Environmental
                                    Protection Agency (the "EPA"), statements
                                    from the EPA and other applicable state and
                                    local authorities and a Phase I
                                    Environmental Audit, all of which
                                    information shall confirm that there are no
                                    known or suspected Hazardous Materials
                                    located at, used or stored on, or
                                    transported to or from each such Additional
                                    Eligible Resort or in such proximity thereto
                                    as to create a material risk of
                                    contamination of each such Additional
                                    Eligible Resort;


                                       19
<PAGE>   20


                               (vii) evidence that Borrower is maintaining all
                               policies of insurance required by and in
                               accordance with Section 7.1(d) hereof, including
                               copies of the most current paid insurance premium
                               invoices;

                               (viii) evidence that Borrower and the Timeshare
                               Documents for each Additional Eligible Resort for
                               which Eligible Notes Receivable are being pledged
                               to the Lender in connection with the Advance in
                               question are in compliance with all applicable
                               laws in connection with its sales of Intervals,
                               including without limitation, the Timeshare Acts;

                               (ix) a current preliminary title report or
                               certificate of title for each Additional Eligible
                               Resort for which Eligible Notes Receivable are
                               being pledged to the Lender in connection with
                               the Advance in question, with copies of all title
                               exceptions;

                               (x) copies of all applicable governmental
                               permits, approvals, consents, licenses, and
                               certificates for the establishment of each
                               Additional Eligible Resort for which Eligible
                               Notes Receivable are being pledged to the Lender
                               in connection with the Advance in question as
                               timeshare projects in accordance with the
                               applicable Timeshare Act, and for the occupancy
                               and intended use and operation of each such
                               Additional Eligible Resort, including the Units,
                               including a letter certification from Borrower
                               regarding zoning classification and compliance,
                               letters or other satisfactory evidence from
                               utility companies, governmental entities or other
                               persons confirming that water, sewer (sanitary
                               and storm), electricity, solid waste disposal,
                               telephone, police, fire and rescue services are
                               being provided to each Resort, and any business
                               licenses necessary for operation of each such
                               Additional Eligible Resort;

                               (xi) certified true, correct and complete copies
                               of all of the Timeshare Documents for each
                               Additional Eligible Resort for which Eligible
                               Notes Receivable are being pledged to the Lender
                               in connection with the Advance in question;

                               (xii) evidence satisfactory to Lender that all
                               taxes and assessments 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, excise taxes, intangibles taxes,
                               real property taxes, and income taxes, and any
                               assessments related to each Additional Eligible
                               Resort for which Eligible Notes Receivable are
                               being pledged to the Lender in connection with
                               the Advance in question and copies of the most
                               current paid tax bills for each such Additional
                               Eligible Resort evidencing that each such
                               Additional Eligible Resort have been segregated
                               from all other property on the applicable
                               municipal taxrolls;


                                       20
<PAGE>   21


                               (xiii) written confirmation from an architect
                               covering each Additional Eligible Resort, other
                               than a Crown Resort, for which Eligible Notes
                               Receivable are being pledged to the Lender in
                               connection with the Advance in question as to the
                               physical condition of the improvements at each
                               such Additional Eligible Resort, including that
                               soil conditions are sufficient to support all
                               existing and any contemplated improvements to the
                               real property; which written confirmation shall
                               be in form and substance reasonably acceptable to
                               the Lender. Each architect rendering such written
                               confirmation shall be licensed as an architect in
                               the state of Texas;

                               (xiv) such credit references on Borrower as
                               Lender deems necessary in its sole discretion;

                               (xv) copies or other evidence of all loans to
                               Borrower from any officers, shareholders, or
                               Affiliates of Borrower, if any.

                               (xvi) a commitment to issue Mortgagee Title
                               Policies (as defined below) from Title Insurer
                               for each such Additional Eligible Resort.
                               Notwithstanding anything heretofore to the
                               contrary, Lender agrees that Borrower shall not
                               be required to provide such a commitment or a
                               Mortgagee Title Insurance Policy with respect to
                               any Crown Resort (other than the Quail Hollow
                               Resort), or, until such time as deeded Intervals
                               are permitted under local law governing the Oak
                               `N Spruce Resort, the Oak `N Spruce Resort in
                               order to qualify any such Resort as an Additional
                               Eligible Resort. With respect to the Oak `N
                               Spruce Resort only, Borrower shall deliver to
                               Lender, an opinion of counsel, in form and
                               substance acceptable to Lender, as to, among
                               other things, the creation and ownership of the
                               beneficial interests in the entity which owns
                               each of the Units at the Oak N' Spruce Resort
                               (the "Beneficial Interest"), the state of title
                               of each such Beneficial Interest and the creation
                               and perfection of the Lender's security interest
                               in each Beneficial Interest from which an
                               Eligible Note Receivable arises. Notwithstanding
                               anything heretofore to the contrary, if any
                               claim, lien, encumbrance, charge or other matter
                               arises with respect to any Interval or Intervals
                               for which an Eligible Note Receivable has been
                               pledged to the Lender pursuant to this Agreement,
                               then, in such event:

                                    (a) The Note Receivable with respect to the
                                    Interval in question shall cease to be an
                                    Eligible Note Receivable and the Borrower
                                    immediately shall either replace the Note
                                    Receivable in question or make a Mandatory
                                    Prepayment as provided in Section 2.4(b)
                                    hereof; and

                                    (b) The Resort at which the Interval in
                                    question is located shall cease to be an
                                    Additional Eligible Resort, unless and until
                                    the Borrower shall cure any such claim,
                                    lien, encumbrance, charge or other matter to
                                    the satisfaction of the Lender. Furthermore,
                                    any and


                                       21
<PAGE>   22


                                    all further requests for Advances in respect
                                    of such Resort must be accompanied by 
                                    satisfactory Mortgagee Title Policies for
                                    all Intervals with respect to which such
                                    Advances are requested.

                               (xvii) the Financial Statements.

                               (xviii) to the extent not previously delivered,
                               Borrower will execute, or cause to be executed
                               with respect to each Additional Eligible Resort,
                               a Negative Pledge, a Collateral Assignment of
                               Notes Receivable and Interval Mortgages,
                               Borrower's Affidavit with Respect to the
                               Additional Eligible Resorts and an Environmental
                               Indemnification Agreement, each in the form
                               attached hereto as Exhibit C;

                               (xix) with respect to any improvements, including
                               any Units, constructed at a Resort within the
                               twenty-four month period prior to any Advance
                               with respect to an Additional Eligible Resort,
                               Borrower shall also deliver to Lender, for its
                               approval, such documents and instruments as
                               Lender may reasonably request in connection with
                               such newly constructed improvements, including,
                               without limitation, copies of building permits,
                               plans and specifications construction and
                               architectural contracts, title insurance insuring
                               over, among other things, mechanics liens,
                               certificates of occupancy and satisfactory
                               evidence of the completion of such improvements;
                               and

                               (xx) such other documents, instruments,
                               agreements, tests, reports and inspections as the
                               Lender may require with respect to the Borrower
                               or any applicable Affiliate, the Loan or any
                               Resort, including any Additional Eligible Resort.

                               (xxi) Upon request of the Lender, Borrower shall
                               deliver to the Lender evidence, satisfactory to
                               the Lender, that there is no material litigation,
                               written complaint, suit, action, written claim or
                               written charge pending against the Borrower or
                               any Affiliate with any court or with any
                               governmental authority with respect to the
                               Resort, the Timeshare Documents, any Eligible
                               Notes Receivable, any Interval, or any marketing,
                               offer or sale of any Interval.

                           (d) Physical Inspection. Lender shall be satisfied
                           with its physical inspection of the Additional
                           Eligible Resorts.

                           (e) UCC Search. Lender shall have obtained, at
                           Borrower's cost, such searches of the applicable
                           public records as it deems necessary under all
                           applicable law to verify that it has a first and
                           prior perfected Lien and security interest covering
                           all of the Collateral. Lender shall not be obligated
                           to fund any Advance if Lender determines that it does
                           not have a first and prior perfected lien and
                           security interest covering any portion of the
                           Collateral.


                                       22
<PAGE>   23


                           (f) Litigation Search. Lender shall have obtained, at
                           Borrower's cost, an independent search to verify that
                           there are no bankruptcy, foreclosure actions or other
                           material litigation or judgments pending or
                           outstanding against the Additional Eligible Resorts,
                           any portion of the Collateral, Borrower, or any
                           Affiliate, (each a "MATERIAL PARTY"). The term "other
                           material litigation" as used herein shall not include
                           matters in which (i) a Material Party is plaintiff
                           and no counterclaim is pending or (ii) which Lender
                           determines, in its sole discretion exercised in good
                           faith, are immaterial due to settlement, insurance
                           coverage, frivolity, or amount or nature of claim.
                           Lender shall not be obligated to fund any Advance if
                           it determines that any such litigation is pending.

                           (g) Opinions of Borrower's Counsel. Borrower shall
                           deliver to Lender, at Borrower's sole cost and
                           expense, such opinions of counsel, including counsel
                           admitted in each state in which each Additional
                           Eligible Resort is located, as to such matters with
                           respect to the Borrower and each Additional Eligible
                           Resort as Lender may request, and in form and
                           substance acceptable to Lender in its sole
                           discretion.

                           (h) Funding Procedure. Borrower shall have complied
                           to Lender's satisfaction with each of the conditions
                           precedent to funding of an Advance set forth in
                           Section 5 hereof.

                           (i) Management of Resort. Borrower shall provide
                           evidence satisfactory to Lender that Borrower, or an
                           Affiliate, is the manager or operator of each Resort,
                           pursuant to a written management or operating
                           agreement, in form and substance satisfactory to
                           Lender, which with respect to all Resorts (other than
                           the Crown Resorts) shall have a term which shall
                           expire no earlier April 1, 2009. With respect to each
                           Crown Resort only, each such Resort may qualify as an
                           Additional Eligible Resort (subject to satisfaction
                           by Borrower of the conditions set forth in this
                           Section 4.6), so long the Borrower, or an Affiliate,
                           is the manager or operator of each such Resort,
                           pursuant to a written management or operating
                           agreement, in form and substance satisfactory to
                           Lender. Borrower agrees to provide an estoppel
                           letter, in form and substance acceptable to Lender,
                           from the applicable Timeshare Owner's Association.

                           (j) Other Items. Such other agreements, documents,
                           instruments, certificates and materials as Lender may
                           request to determine the acceptability of any such
                           Additional Eligible Resort, to evidence the
                           Obligations; to evidence and perfect the rights and
                           Liens and security interests of Lender contemplated
                           by the Loan Documents, and to effectuate the
                           transactions contemplated herein, including, without
                           limitation, true copies of all Resort Documents for
                           each such Additional Eligible Resort, all Timeshare
                           Documents and operating and management contracts and
                           agreements, evidence of with the applicable Timeshare
                           Act and other applicable laws, evidence of all
                           required governmental licenses and permits; title
                           searches; title commitments or policies, including.
                           Complete and legible copies of each title exception,
                           engineering, environmental and soil reports, evidence
                           of compliance with all applicable zoning and building
                           codes; each of which shall be satisfactory to Lender
                           in its sole and absolute discretion.


                                       23
<PAGE>   24


39.  GENERAL REPRESENTATIONS AND WARRANTIES.

         a. Sections 6.1 (Organization, Standing, Qualification), Subparagraphs
         (a) and (e) of Section 6.2 (Authorization, Enforceability, etc.) and
         Subparagraph (a) of Section 6.13 (Compliance with Law) are hereby
         amended to read as follows:

                           "6.1 ORGANIZATION, STANDING, QUALIFICATION. Borrower
                           (a) is a duly organized and validly existing Texas
                           corporation duly organized, validly existing and in
                           good standing under the laws of the State of Texas,
                           and (b) as all requisite power, corporate or
                           otherwise, to conduct its business and to execute and
                           deliver, and to perform its obligations under, the
                           Loan Documents."

                           6.2 AUTHORIZATION, ENFORCEABILITY, ETC.

                           "(a) The execution, delivery and performance by
                           Borrower of the Loan Documents has been duly
                           authorized by all necessary corporate action by
                           Borrower and does not and will not (i) violate any
                           provision of the certificate or articles of
                           incorporation of Borrower, bylaws of Borrower, or any
                           agreement, law, rule, regulation, order, writ,
                           judgment, injunction, decree, determination or award
                           presently in effect to which Borrower is a party or
                           is subject; (ii) result in, or require the creation
                           or imposition of, any Lien upon or with respect to
                           any asset of Borrower other than Liens in favor of
                           Lender; or (iii) result in a breach of, or constitute
                           a default by Borrower under, any indenture, loan or
                           credit agreement or any other agreement, document,
                           instrument or certificate to which Borrower is a
                           party or by which it or any of its assets are bound
                           or affected."

                           "(e) The execution and delivery of the Loan
                           Documents, the delivery and endorsement to Lender of
                           the Pledged Notes Receivable, the filing of the
                           UCC-1's with the with the office of the secretary of
                           state of the state in which the applicable Resort is
                           located and the Assignment of Notes Receivable and
                           Mortgages in the official records of the county in
                           which the applicable Resort is located, create in
                           favor of Lender a valid and perfected continuing
                           first priority security interest in the Collateral.
                           The Collateral shall secure the full payment and
                           performance of the Obligations."

                           6.13 Compliance with Law.

                           "(a) is not in violation, nor are any of its Resorts,
                           or the business operations in respect of any of the
                           Resorts, or to the Borrower's knowledge after
                           diligent inquiry, the Timeshare Owners' Association,
                           in violation, of the Timeshare Act, or any laws,
                           ordinances, governmental rules or regulations of any
                           state in which a Resort is located, any political
                           subdivision of said states or any other jurisdiction
                           to which the Borrower or


                                       24
<PAGE>   25


                           the Resorts, or the business operations conducted in
                           respect of the Resorts, or the Timeshare Owners'
                           Association, are subject."

         b. Borrower hereby makes the following additional representations and
         warranties as of the date of the Third Amendment:

                           "(i) The Agreement, as amended by the First
                           Amendment, the Second Amendment and the Third
                           Amendment, the Note and the other Loan Documents
                           constitute the legal, valid and binding obligation of
                           the Borrower, enforceable against the Borrower in
                           accordance with their respective terms."

                           "(ii) Borrower acknowledges and agrees that it has
                           assumed all of the Obligations of the Original
                           Borrower under the Agreement and the Loan Documents
                           each as amended, and Borrower ratifies and confirms
                           that of as of the each warranty, representation,
                           covenant and agreement: (i) made by the Original
                           Borrower under the Agreement and the other Loan
                           Documents on August 15, 1995, (ii) made by the
                           Borrower under the First Amendment and the other Loan
                           Documents on December 28, 1995 and (iii) made by the
                           Borrower under the Second Amendment and the other
                           Loan Documents on October 31, 1996.

40. REPORTING REQUIREMENT. Section 7.1(h)(xi) (Other Information) of the
Agreement is hereby amended in part to add the following sentence as the
beginning of said section:

              "Borrower shall deliver to Lender, within five (5) days of the
              filing thereof with the United States Securities and Exchange
              Commission, copies of each Form 8-K, 10-Q and 10-K filed by 
              Borrower.

41. MANAGEMENT. Section 7.1(j) (Management) of the Agreement is hereby deleted
in its entirety and substituting the following sentence in its place and stead:

              "(j) MANAGEMENT. Borrower shall: (i) remain engaged in the active
              management of the Resorts, (ii) unless Borrower notifies Lender in
              writing at least thirty (30) days in advance of its new location,
              it will retain its executive offices at 1221 Riverbend Drive,
              Suite 120, Dallas, Texas 75221, and (iii) will continue to perform
              duties substantially similar to those presently performed as
              provided in the Management Agreement relating to each Resort."

42. GUARANTOR. Section 7.1(m) (Guarantor) is hereby deleted in its entirety.

43. OTHER COMPLIANCE. Section 7.1 (q)(iii) (Other Compliance) is hereby amended
in part to delete the phrase `the state of Missouri" in the third line of the
first sentence and substitute the following phrase in its place and stead:

              "each state in which an applicable Resort is located,"


                                       25
<PAGE>   26


44. MODIFICATION OF ELIGIBLE NOTES RECEIVABLE. Notwithstanding anything herein
to the contrary, Borrower shall have the right to modify the interest rate and
term only of the Eligible Notes Receivable without the Lender's prior consent,
provided that: (i) any such change in the rate of interest on any one or more
Eligible Notes Receivable shall not reduce the average interest rate on all
Eligible Notes Receivable to less than thirteen percent (13%) per annum at any
time; (ii) the term of no Eligible Notes Receivable shall be increased to a term
longer than one hundred twenty (120) months from its original date; (iii) at no
time may the Borrower so modify the terms of more than ten percent (10%) of the
outstanding principal balance of all Eligible Notes Receivable at any time and
(iv) provided that Borrower immediately provide Lender with notice of any such
modification together with any original documentation evidencing such
modification.

45. NOTICES. The notice address for the Borrower is changed to reflect the
change in name of the Borrower and the notice address for the Borrower set forth
in Section 12.1 is hereby changed to:

                  Silverleaf Resorts, Inc.
                  1221 Riverbend Drive, Suite 120
                  Dallas, TX  75221
                  Attn: Mr. Robert E. Mead, CEO

46. EXHIBITS AND SCHEDULE. Exhibits A, C and D and Schedules 1.1(n), 1.1(xx),
1.1(eee), 5, 6.9 and 6.19 are hereby deleted in their entirety and in their
place and stead is substituted Exhibits A, C, D, and E and Schedules 1.1(o),
1.1(eee), 1.1(lll), 4.6(c)(iii), 5, 6.9, 6.19 as attached to the Third
Amendment.

47. DEFINITIONS. Sections 1.1 (a), (b), (d), (g), (h), (i), (l), (m), (n), (o),
(p), (r), (s), (u), (v), (x), (y), (z), (aa), (bb), (ee), (ii), (kk), (nn),
(oo), (pp), (qq), (rr), (ss), (tt), (uu), (vv), (ww), (yy), (zz), (aaa), (eee),
(fff), and (ggg) are hereby redesignated as Sections 1.1 (b), (c), (e), (h),
(i), (j), (m), (n), (o), (p), (q), (s), (t), (x), (y), (aa), (bb), (cc), (dd),
(ee), (jj), (nn), (pp), (tt), (uu), (vv), (xx), (yy), (zz), (aaa), (bbb), (ccc),
(ddd), (fff), (ggg), (hhh), (lll), (mmm) and (ooo), respectively. All
capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.

48. FURTHER DOCUMENTATION. Borrower agrees to execute and deliver to Lender any
and all additional documentation as Lender may now or hereafter require in order
to effectuate the terms and conditions of this Third Amendment.

49. EFFECT OF AMENDMENT. Except as herein expressly amended, the Agreement shall
remain in full force and effect.

50. RATIFICATION AND CONFIRMATION. Except as herein expressly amended, Borrower
hereby ratifies, confirms, assumes and agrees to be bound by all of
representations, warranties, statements, covenants and agreements set forth in
the Agreement and the other Loan Documents, as previously amended by the First
Amendment and the Second Amendment. The Borrower reaffirms, restates and
incorporates by reference all of the representations, warranties, covenants and
agreements made in the Loan Documents as if the same were made as of this date.
Without limiting the


                                       26
<PAGE>   27


generality of the foregoing, all representations, warranties, covenants and
agreements relating to the Resorts are made applicable to each Additional
Eligible Resorts listed on Schedule 1.1(eee), and all are true and correct, and
being complied with and performed with respect to each Resort, including
Additional Eligible Resorts listed on Schedule 1.1(eee). The Borrower agrees to
pay the Loan and all related expenses, as and when due and payable in accordance
with the Loan Agreement and the other Loan Documents, and to observe and perform
the Obligations, and do all things necessary which are not prohibited by law to
prevent the occurrence of any Event of Default. In addition, to further secure,
and to evidence and confirm the securing of, the prompt and complete payment and
performance by the Borrower of the Loan and all of the Obligations, for value
received, Borrower unconditionally and irrevocably assigns, pledges and grants
to Lender, and hereby confirms or reaffirm the prior granting to Lender of, a
continuing first priority Lien, mortgage and security interest in and to all of
the Collateral, whether now existing or hereafter acquired. Also, as provided in
the Loan Documents, the Loan is and shall be further secured by the Liens and
security interests in favor of Lender in the properties and interests relating
to Additional Eligible Resorts, which now or hereafter serve as collateral
security for any Obligations. On the date of the Third Amendment and thereafter
upon satisfaction of the requirements for approval by Lender of Additional
Resorts, Borrower shall record, or cause to be recorded, such mortgages, deeds
of trust, deeds to secure debt, assignments, pledges, security agreements and
UCC Financing Statements in the appropriate public records of the state in which
each Resort is located to further evidence and perfect the Lender's Lien on the
Collateral. Borrower agrees to deliver or cause to be delivered by its
Affiliates, such mortgages, deeds of trust, deeds to secure debt, assignments,
pledges, security agreements and UCC Financing Statements as Lender may deem
necessary to further evidence and perfect the Lender's Lien on the Collateral.

51. ESTOPPEL. Borrower acknowledges, agrees and confirms that: (a) Advances
under the Loan Agreement have been made prior to the date of the Third
Amendment; (b) all such Advances made prior to the Closing Date were made in
favor of the Original Borrower and the Borrower in respect of the Existing
Eligible Resorts; (c) Advances made prior to the date of the First Amendment
under the Loan Agreement are deemed as having been made for the benefit of the
Borrower and Borrower acknowledges and agrees that Borrower received a direct
and substantial financial benefit from such Advances and (d) immediately prior
to the date of the Third Amendment, and without giving effect to any Advances
that may be made pursuant to the Third Amendment, the status of the Loan,
including the outstanding principal balance thereof is as reflected in the Loan
Funding Report delivered to and approved by Lender in connection with the
closing of the Third Amendment, a copy of which is attached as Exhibit E .

         The Loan constitutes valuable consideration to the Borrower, which
consideration is uninterrupted and continuous since the dates on which the Loan
was first made. This Third Amendment and the other Loan Documents and the Loan
modifications and transactions provided for or contemplated hereunder or
thereunder, shall in no way adversely affect the Lien or perfection or priority
of any Lien of Lender as of the date hereof in and to any Collateral, and are
not intended to constitute, and do not constitute or give rise to, any novation,
cancellation or extinguishment of any of Borrower's Obligations existing as of
the Closing Date to Lender, or of any interests owned or held by Lender (and not
previously released) in and to any of the Collateral; it being the intention of
the parties that the transactions provided for or contemplated herein shall be
effectuated without any interruption in the continuity of the value and
consideration received by Borrower, and of the attachment, perfection, priority
and continuation in favor of Lender in and to all Collateral and proceeds.


                                       27
<PAGE>   28


52. EFFECTIVE DATE. This Third Amendment shall be effective commencing as of the
later of: (1) March 31, 1999, or (2) the satisfaction of the terms of the 1999
Commitment and Section 4 of the Agreement, as amended (which satisfaction shall
be evidenced by notice from Lender or Lender's counsel to the Borrower or the
Borrower's counsel, respectively).

         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed on their behalf as of the day and year first written above.

Witnessed By:
                                             TEXTRON FINANCIAL CORPORATION
 /s/ Ana Marie Castt Bray
-----------------------------------
                                             By /s/ JOHN T. DANNASALE
        Norman H. Roos                         ---------------------------
-----------------------------------          Name: John T. Dannasale
                                             Its: AVP

                                             SILVERLEAF RESORTS, INC.
         /s/ SANDRA  Cearley  
-----------------------------------
                                             By /s/ ROBERT E. MEAD
 /s/ PATRICIA PENNER                           ---------------------------
-----------------------------------          Name: Robert E. Mead
                                             Its: Chief Executive Officer
STATE OF CONNECTICUT)
                        )    ss:  East Hartford
COUNTY OF HARTFORD      )

         At East Hartford in said County and State on this 6th day of April,
1999, personally appeared John T. D'Haribale, duly authorized Asst. Vice
President of Textron Financial Corporation, and he acknowledged the foregoing
instrument by him signed and sealed to be his free act and deed and the free act
and deed of Textron Financial Corporation.

         Before me:       /s/ NORMAN H. ROOS
                      ---------------------------------------
                      Notary Public in and for said State, Norman H. Roos
                      My Commission Expires: 10/31/99


STATE OF Texas)
                      )   ss:
COUNTY OF Dallas )

         At 1221 Riverbend in said County and State on this 2nd day of April,
1999, personally appeared Robert E. Mead, duly authorized officer of SILVERLEAF
RESORTS, INC., and he/she acknowledged the foregoing instrument by him/her
signed and sealed to be his/her free act and deed and the free act and deed of
Silverleaf Resorts, Inc., a Texas corporation, on behalf of the corporation.

         Before me:    /s/ CANDY SPEAKMAN
                      -----------------------------------------
                      Notary Public in and for said State
                      My Commission Expires:  4-2-2002

                                     [SEAL]


                                       28