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                                                                    EXHIBIT 10.5




                      SECOND AMENDMENT TO CONTRACT OF SALE



         This Second Amendment is made and entered into this the 14th day of
October, 1998 by and between J. PHILLIP BALLARD, JR. and EAGLE GREENS LTD.,
f/k/a NORTHEAST GEORGIA RECREATIONAL AND DEVELOPMENT CO., INC., a Georgia
corporation, hereinafter collectively referred to as "Seller," and SILVERLEAF
RESORTS, INC., a Texas corporation, hereinafter referred to as "Purchaser," and
is as follows:

                                  WITNESSETH:

         WHEREAS, Seller and Purchaser made and entered into that certain
Contract of Sale, dated February 25, 1998, hereinafter referred to as the
"Contract," covering those certain tracts of land located in the 12th Land
District, Habersham County, Georgia, commonly known as "Hollywood Hills Golf
Club," containing approximately 220 acres, more or less, as more fully
described within the Contract; and

         WHEREAS, on or about October 14, 1998, Seller and Purchaser entered
into that certain Amendment to Contract of Sale (the "Amendment"), providing
for certain changes to Article XXVII of the Contract; and

         WHEREAS, Seller and Purchaser have agreed to amend the Contract again
to provide for the payment of a consulting fee by Seller to Brad Nycum;

         NOW, THEREFORE, for and in consideration of the terms and provisions
hereof, the receipt, adequacy and sufficiency of which is hereby acknowledged
and confessed, Seller and Purchaser shall, and do hereby, covenant, stipulate,
acknowledge and agree as follows:

         1.      Notwithstanding anything to the contrary contained in the
                 Contract or the Amendment, Seller and Purchaser agree that
                 Seller shall pay to Brad Nycum at closing a consulting fee in
                 the amount of $22,000.00.

         2.      All of the other terms, provisions, requirements, limitations
                 and obligations of Seller and Purchaser as set forth,
                 contained, or referred to within the Contract and the
                 Amendment shall be and are hereby ratified, confirmed and
                 adopted as being in full force and legal effect, except as
                 specifically modified and amended herein.

         3.      This Second Amendment shall inure to the benefit of and be
                 binding upon each of Seller and Purchaser, its and their
                 successors and assigns.

         EXECUTED on this the 14th day of October, 1998.

                                        SELLER:



                                        /s/ J.P. Ballard                      
                                        ----------------------------------------
                                        J. PHILLIP BALLARD, JR.


                                        EAGLE GREENS LTD., a Georgia corporation



                                        By:/s/ J.P. Ballard                   
                                        ---------------------------------------
                                        Name: J. Phillip Ballard              
                                        ---------------------------------------
                                        Its: President                        
                                        ---------------------------------------
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                                        PURCHASER:

                                        SILVERLEAF RESORTS, INC., a Texas 
                                        corporation



                                        By:/s/ Robert E. Mead                
                                        ---------------------------------------
                                        Name: Robert E. Mead                 
                                        ---------------------------------------
                                        Its: Executive Officer               
                                        ---------------------------------------

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