**Ex.
      10.2**




**FIRST
      AMENDMENT TO**


**AMENDED
      AND RESTATED SALE AND SERVICING AGREEMENT**





FIRST AMENDMENT TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this
          “Amendment”) dated as of September 12, 2007, by and among SILVERLEAF FINANCE IV,
          LLC a Delaware limited liability company, as purchaser (the “Purchaser”),
          SILVERLEAF RESORTS, INC., a Texas corporation, as seller and servicer (the
          “Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
          association, as trustee (the “Trustee”), Backup Servicer and Account
          Intermediary .
  WHEREAS,
          the parties hereto have
          entered into the Amended and Restated Sale and Servicing Agreement, dated
          as of
          December 22, 2006, by and among the Purchaser, the Seller, and the Trustee
          (as
          amended, the “Agreement”).  Capitalized terms used in this Amendment
          have the meanings given such terms in the Agreement, except as provided
          otherwise herein; and
  WHEREAS,
          Section 11.1 of the
          Agreement permits the Agreement to be amended from time to time pursuant
          to the
          conditions set forth therein.
  NOW
          THEREFORE, in consideration of
          the above premises and for other good and valuable consideration, the receipt
          and sufficiency of which are hereby acknowledged, the parties hereto agree
          as
          follows:
 
 1.            Amendments.
  (a)             
          Section 3.1(a)(ii) of the Agreement is hereby deleted and replaced in its
          entirety by the following:
  “(ii)
          Additional Receivables Characteristics. As of the related Funding Date,
          as
          applicable:
  (A)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the Net
          Spread
          shall not be less than 5.0%;
 
 (B)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the weighted
          average Timeshare Loan Rate of all the Eligible Timeshare Loans shall be
          no less
          than 15% and the weighted average original term to maturity of all the
          Eligible
          Timeshare Loans shall not exceed 108 months;
 
 (C)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
          Principal Balance of Eligible Timeshare Loans with a related Obligor having
          a
          FICO score of greater than or equal to 500 and less than 600 as of
          the
 date
          of
          origination of such Timeshare Loan shall not exceed 20% of the Aggregate
          Principal Balance of all Eligible Receivables;
 
 1
  (D)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
          Principal Balance of Eligible Timeshare Loans with a related Obligor having
          a
          FICO score of greater than or equal to 500 and less than 625 as of the
          date of
          origination of such Timeshare Loan shall not exceed 35% of the Aggregate
          Principal Balance of all Eligible Receivables;
 
 (E)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
          Principal Balance of Eligible Timeshare Loans with a related Obligor having
          a
          FICO score of greater than or equal to 500 and less than 650 as of the
          date of
          origination of such Timeshare Loan shall not exceed 50% of the Aggregate
          Principal Balance of all Eligible Receivables;
 
 (F)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
          Principal Balance of Eligible Timeshare Loans with a related Obligor having
          a
          FICO score of greater than or equal to 500 and less than 675 as of the
          date of
          origination of such Timeshare Loan shall not exceed 65% of the Aggregate
          Principal Balance of all Eligible Receivables; and
 
 (G)
          after
          the pledge of each Related Receivable pursuant to the Indenture, the Aggregate
          Principal Balance of Eligible Timeshare Loans with a related Obligor having
          a
          FICO score of greater than or equal to 500 and less than 700 as of the
          date of
          origination of such Timeshare Loan shall not exceed 75% of the Aggregate
          Principal Balance of all Eligible Receivables.”
 
 (b)            Section
          3.1(a)(xxvii) of the Agreement is hereby amended by replacing the dollar
          amount
          appearing therein with the dollar amount “$15,000,000”.
 
 (c)            Section
          4.12 of the Agreement is hereby amended by deleting the phrase “Final Scheduled
          Settlement Date” in the first sentence thereof and inserting the phrase “Rated
          Final Settlement Date” in lieu thereof.
 
 (d)            Section
          11.11 of the Agreement is hereby amended by deleting the phrase “Final Scheduled
          Settlement Date” in the first sentence thereof and inserting the phrase “Rated
          Final Settlement Date” in lieu thereof.
 
 (e)            Section
          11.1 of the Agreement is hereby amended by inserting the following after
          clause
          (e) thereof:
 
 “(f)
          The Servicer shall, at least two
          (2) calendar days prior to such modification, provide notice to Moody’s and
          Standard & Poor’s Rating Service, a division of McGraw-Hill Companies, Inc.
          (“S&P”), upon any material modification to the Hedge Agreement, including
          but not limited to, any change in the notional amount thereof.  Such
          notice shall be sent to Moody’s and S&P at the
          addresses provided in Section 11.3(g) or by e-mail at servicerreports@moodys.com
          and abs_surveillance@standardpoors.com”
 
 2
  (f) Section 11.3 of the Agreement is hereby amended by inserting the following
          after clause (f) thereof:
 
 “(g)
          in the case of S&P, to
          Standard & Poor’s Rating Service, a division of McGraw-Hill Companies, Inc.,
          55 Water Street, New York, NY 10041, Attention: Asset-Backed Surveillance
          Group.”
 
 (g)            Exhibit
          J to the Agreement is hereby amended by deleting the phrase “$125,000,000
          Variable Funding Note” in the “Attention” line thereof and inserting the phrase
“$150,000,000 Variable Funding Note” in lieu thereof.
 
 (h)            Exhibit
          L to the Agreement is hereby amended by deleting the phrase “$125,000,000
          Variable Funding Note” in the “Reference (Re:)” line thereof and inserting the
          phrase “$150,000,000 Variable Funding Note” in lieu thereof.
 
 (i)            The
          definition of “Final Scheduled Settlement Date” in Annex A is hereby amended by
          replacing the date appearing therein with the date “September 12,
          2011”.
 
 (j)            The
          definition of “Maximum Invested Amount” in Annex A is hereby amended by
          replacing the dollar amount appearing therein with the dollar amount
“$150,000,000”.
  (k)            The
          definition of “Overconcentration Amount” in Annex A is hereby amended by
          deleting in their entirety clauses (ix) and (x) thereof and adding the
          following
          after clause (viii) thereof:
 
 “(ix)
          the
          amount by which the sum of the Aggregate Principal Balance of all Non-Titled
          Loans exceeds $15,000,000;
 
 (x)
          the
          amount by which the sum of the Aggregate Principal Balance of all Eligible
          Receivables relating to Timeshare Loans with a related Obligor having a
          FICO
          score of greater than or equal to 500 and less than 600 as of the date
          of
          origination of such Timeshare Loan exceeds, in the aggregate, 20% of the
          Aggregate Principal Balance of all Eligible Receivables at such
          time;
 
 (xi)
          the
          amount by which the sum of the Aggregate Principal Balance of all Eligible
          Receivables relating to Timeshare Loans with a related Obligor having a
          FICO
          score of greater than or equal to 500 and less than 625 as of the date
          of
          origination of such Timeshare Loan exceeds, in the aggregate, 35% of the
          Aggregate Principal Balance of all Eligible Receivables at such
          time;
 
 (xii)
          the
          amount by which the sum of the Aggregate Principal Balance of all Eligible
          Receivables relating to Timeshare Loans with a related Obligor having a FICO
          score of greater than or equal to 500 and less than 650 as of the date
          of
          origination of such Timeshare Loan exceeds, in the aggregate, 50% of the
          Aggregate Principal Balance of all Eligible Receivables at such
          time;
 
 3
  (xiii)
          the amount by which the sum of the Aggregate Principal Balance of all Eligible
          Receivables relating to Timeshare Loans with a related Obligor having a
          FICO
          score of greater than or equal to 500 and less than 675 as of the date
          of
          origination of such Timeshare Loan exceeds, in the aggregate, 65% of the
          Aggregate Principal Balance of all Eligible Receivables at such time;
          and
 
 (xiv)
          the
          amount by which the sum of the Aggregate Principal Balance of all Eligible
          Receivables relating to Timeshare Loans with a related Obligor having a
          FICO
          score of greater than or equal to 500 and less than 700 as of the date
          of
          origination of such Timeshare Loan exceeds, in the aggregate, 75% of the
          Aggregate Principal Balance of all Eligible Receivables at such
          time.”
  (l)            The
          following definition is hereby added to Annex A, after the definition of
          “Qualified Substituted Timeshare Loan”:
  ““Rated
          Final Settlement Date” means, the Settlement Date occurring 12 months after
          the maturity date of the latest maturing Timeshare Loan, as of the Scheduled
          Maturity Date.”
 
 (m)            The
          definition of “Scheduled Maturity Date” in Annex A is hereby replaced in its
          entirety by the following:
  “Scheduled
          Maturity Date” means September 12, 2009, or such later date as the Note
          Purchaser, the Issuer and Silverleaf have agreed upon in writing prior
          to
          September 12, 2009, but no later than September 12, 2011.
  (n)             The
          definition of “Funding Termination Event” in Annex A is hereby amended by adding
          the following after clause (vi) thereof:
 
 “;
          and (vii) failure, on or prior to
          November 12, 2007, to extend the term of the Management Agreement to at
          least
          the Rated Final Settlement Date.
 
 2.            Miscellaneous.
  (a)            This
          Amendment may be executed in any number of counterparts, each of which
          shall be
          deemed to be an original, but all such counterparts shall together constitute
          but one and the same instrument.
  (b)            This
          Amendment shall be deemed to be a contract made under the laws of the State
          of
          New York and shall for all purposes be governed by, and construed in accordance
          with, the laws of the State of New York.
  4
  (c)            The
          headings of the several sections of this Amendment are for convenience
          only and
          shall not affect the construction hereof.
  (d)            This
          Amendment shall be deemed to be a Basic Document under the Indenture and
          the
          other Basic Documents.
  5




IN
      WITNESS WHEREOF, this Amendment has been duly executed and delivered as of
      the
      date first above written.




SILVERLEAF
                FINANCE IV, LLCBy:
            /S/
                HARRY J. WHITE, JRTitle:
            CFOSILVERLEAF
                RESORTS, INC.By:
            /S/
                HARRY J. WHITE, JR.Title:
            CFOWELLS
                FARGO BANK, NATIONAL ASSOCIATION, in its capacity as
                TrusteeBy:
            /S/
                SUE DIGNANTitle:
            Assistant
                Vice President




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