**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT**


**WITH
      SILVERLEAF RESORTS, INC.**





THIS
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made between
      SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and SHARON K.
      BRAYFIELD (the "Employee").




**RECITALS** **:**





A.
            Employee
                is a key executive officer and employee of Silverleaf;





B.
            Silverleaf
                and Employee entered into that certain Employment Agreement between
                them
                dated effective as of April 15, 2002, which Employment Agreement
                was
                amended on August 18, 2003; and





C.
            Silverleaf
                and Employee desire to continue the employment of Employee and to
                agree on
                the terms of Employee's continued
                employment.





NOW,
      THEREFORE, in consideration of the premises and terms hereinafter set forth,
      the
      parties agree as follows:








**AGREEMENT** **:**





**Section
      1.**  **Employment** **.** Employee's employment with Silverleaf as President is hereby continued,
      effective as of the Effective Date and for an initial period of two (2) years
      from the Effective Date (the "Term"), unless sooner terminated pursuant to
      the
      termination provisions of this Agreement. Employee may not engage in other
      employment while he or she is in the employ of Silverleaf pursuant to this
      Agreement.





**Section
      2.****** Duties. Employee
      agrees to devote such time, attention and energies as are necessary to fulfill
      his or her duties as specified by the Board of Directors of Silverleaf from
      time
      to time. Employee further agrees that he or she will promote the best interests
      and welfare of Silverleaf and shall perform any and all duties to the best
      of
      his or her abilities. The Employee shall:





**(a)**  **Non-Competition** **:** Not
      render to others, during his or her employment with Silverleaf, service of
      any
      kind for compensation or promote, participate or engage in any other business
      activity which would conflict or interfere with the performance of his or her
      duties or loyalty under this Agreement, including, but not limited to,
      participating in the promotion or sale of products or services for a competitor
      of Silverleaf or otherwise engage in business with such competitor;




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**(b)**  **Regulatory
      Laws** **:** Abide by
      all applicable statutes, rules and regulations of each State in which services
      may be rendered; and





**(c)**  **Silverleaf
      Rules** **:** Abide by
      all rules and regulations issued by Silverleaf, which are pertinent to
      Employee's duties and obligations.





**Section
      3.**  **Compensation** **.** As
      compensation for the services rendered pursuant to this Agreement:





**(a)**  **Base
      Compensation** **:** Silverleaf shall pay Employee base compensation computed at the annual rate
      of
      Four Hundred Thirty Five Thousand and No/100 Dollars ($435,000.00), payable
      in
      semi-monthly payments on the 1st and 15th days of each month.





**(b)**  **Incentive
      Compensation** **:** Employee
      shall be entitled to participate in any bonus, incentive, stock option or other
      compensation plans of Silverleaf only to the extent the Board of Directors
      of
      Silverleaf may deem appropriate from time to time.





**(c)**  **Company
      Vehicle** **:** Silverleaf shall furnish Employee a company owned vehicle for use by Employee
      in
      performing his or her duties, and Silverleaf shall pay all expenses associated
      therewith.





**(d)**  **Fringe
      Benefits** **:** Silverleaf shall provide Employee health insurance under its group plan as
      it
      may exist from time to time. The cost of any coverage of any of the Employee's
      family members under Silverleaf's group plan shall be paid by the Employee.
      The
      Employee shall also be entitled to such vacation time, sick leave and other
      fringe benefits as may be specified by the Board of Directors of Silverleaf
      from
      time to time for its executive personnel.





**Section
      4.**  **Termination
      Payments** **.** If
      Employee voluntarily terminates his or her employment or if Silverleaf
      terminates Employee’s employment for Good Cause, the payment to Employee of all
      compensation earned to the date of termination shall be in full satisfaction
      of
      all of Employee’s claims against Silverleaf under this Agreement and Employee
      shall be entitled to no other termination pay. If Employee's employment is
      terminated by Silverleaf, other than for Good Cause, then Employee shall be
      entitled to termination pay equal to the greater of: (1) the unpaid amount
      of
      the Employee's base compensation set forth in Subsection 3(a) for the remaining
      months during the Term of this Agreement; or (2) the amount of the Employee's
      base compensation set forth in Subsection 3(a) for a period of twelve months.
      The termination pay shall be payable in semi-monthly payments on the first
      and
      fifteenth days of each such month. For purposes of the preceding provisions,
      "Good Cause"
      shall be deemed to exist if Employee:





a. Willfully
        breaches or habitually neglects the duties that the Employee is required
        to
        perform under the terms of this Agreement;




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b. Willfully
          violates reasonable and substantial rules governing employee
          performance;





c. Refuses
        to obey reasonable orders in a manner that amounts to insubordination; or





d. Commits
        clearly dishonest acts toward Silverleaf.





Additionally,
      no severance pay shall be payable if Employee's employment is terminated because
      of Employee's death, or Employee's incapacity due to Employee's physical or
      mental illness.





**Section
      5.**  **Confidentiality** **.**





**(a)**  **Nondisclosure
      and Nonuse** **:** Employee
      acknowledges that during his or her employment with Silverleaf, he or she may
      have access to and become acquainted with Silverleaf Confidential Information,
      as defined below. Except as Employee's duties during his or her employment
      with
      Silverleaf may require or Silverleaf may otherwise consent in writing, Employee
      agrees that he or she shall not at any time disclose or use, directly or
      indirectly, either during or subsequent to his or her employment with
      Silverleaf, any Silverleaf Confidential Information.





**(b)**  **Confidential
      Information** **:** For
      purposes of the foregoing provisions, "Silverleaf Confidential Information"
      shall mean (1) any and all confidential and proprietary business information
      and
      trade secrets concerning the business and affairs of Silverleaf and its
      affiliates, including but not limited to all marketing, sales and lead
      generation techniques, know-how and studies, customer and lead lists, current
      and anticipated customer requirements, price lists, business plans, training
      programs, computer software and programs, and computer software and data-base
      technologies, systems, structures and architectures (and related processes,
      formulae, compositions, improvements, devices, know-how, inventions,
      discoveries, concepts, ideas, designs, methods and information), (2) any and
      all
      information concerning the business and affairs of Silverleaf and its affiliates
      (including but not limited to their historical financial statements, financial
      projections and budgets, historical and projected sales, capital spending
      budgets and plans, the names and backgrounds of key personnel, personnel
      training and techniques and materials, however documented), and (3) any and
      all
      notes, analysis, compilations, studies, summaries, and other material prepared
      by or for Silverleaf and its affiliates containing or based, in whole or in
      part, on any information included in the foregoing.





**Section
      6.**  **Non-Interference** **.** Employee
      further agrees that during his or her employment and
      for a
      period of two (2) years from and after the effective date of any Termination, Employee
      shall not, either on his or her own account or jointly with or as a manager,
      agent, officer, employee, consultant, partner, joint venturer, owner or
      shareholder or otherwise on behalf of any other person, firm or corporation:
      (1)
      carry on or be engaged or interested directly or indirectly in, or solicit,
      the
      manufacture or sale of goods or provision of services to any person, firm or
      corporation which, at any time during his or her employment has been or is
      a
      customer or in the habit of dealing with Silverleaf or its affiliates in their
      business, (2) endeavor, directly or indirectly, to canvas or solicit in
      competition with Silverleaf or its affiliates or to interfere with the supply
      of
      orders for goods or services from or by any person, firm or corporation which
      during this or her employment has been or is a supplier of goods or services
      to
      Silverleaf or its affiliates, or (3) directly or indirectly solicit or attempt
      to solicit away from Silverleaf or its affiliates any of its officers, employees
      or independent contractors or offer employment or business to any person who,
      on
      or during the 6 months immediately preceding the date of such solicitation
      or
      offer, is or was an officer, employee or independent contractor of Silverleaf
      or
      its affiliates.




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**Section
      7.** **Noncompetition** **.**





**(a)**  **Covenant** **:** Employee
      covenants and agrees that he or she shall not, for a period of two (2) years
      from and after the effective date of any Termination, working alone or in
      conjunction with one or more other persons or entities, for compensation or
      not,
      permit his or her name to be used by or engage in or carry on, directly or
      indirectly, either for himself or herself or as a member of a partnership or
      other entity or as a stockholder, investor, officer or director of a corporation
      or as an employee, agent, associate or contractor of any person, partnership,
      corporation or other entity, any business in competition with the business
      of
      Silverleaf or its affiliates, as carried on by Silverleaf or its affiliates
      immediately prior to the effective date of any Termination, but only for as
      long
      as such business is carried on by (1) Silverleaf or its affiliates or (2) any
      person, corporation, partnership, trust or other organization or entity deriving
      title from Silverleaf or its affiliates to the assets and goodwill of the
      business being carried on by Silverleaf or its affiliates immediately prior
      to
      the effective date of any Termination, in any county of any state of the United
      States in which Silverleaf or its affiliates conducts such business or markets
      the products of such business immediately prior to the effective date of any
      Termination.





**(b)**  **Tolling** **.** If
      Employee violates any covenant contained in this Section, then the term of
      such
      violated covenant shall be tolled for the period commencing on the commencement
      of such violation and ending upon the earlier of (1) such time as such violation
      shall be cured by Employee to the reasonable satisfaction of Silverleaf, (2)
      final adjudication (including appeals) of any action filed for injunctive relief
      or damages arising out of such violation, and (3) the expiration of 24 months
      after Termination during which no violation of the covenant has
      occurred.





**(c)**  **Reformation** **.** If, in
      any judicial proceeding, the court shall refuse to enforce any covenant
      contained in this Section because the time limit is too long, it is expressly
      understood and agreed between Silverleaf and Employee that for purposes of
      such
      proceeding such time limitation shall be deemed reduced to the extent necessary
      to permit enforcement of such covenant. If, in any judicial proceeding, the
      court shall refuse to enforce any covenant contained in this Section because
      it
      is more extensive (whether as to geographic area, scope of business or
      otherwise) than necessary to protect the business and goodwill of Silverleaf
      and/or its affiliates, it is expressly understood and agreed between Silverleaf
      and Employee that for purposes of such proceeding the geographic area, scope
      of
      business or other aspect shall be deemed reduced to the extent necessary to
      permit enforcement of such covenant.




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**Section
      8.**  **Injunctive
      Relief** **.** Employee
      acknowledges that a breach of Sections 5, 6, or 7 hereof would cause irreparable
      damage to Silverleaf and/or its affiliates, and in the event of Employee's
      breach of the provisions of Sections 5, 6 or 7 hereof, Silverleaf shall be
      entitled to a temporary restraining order and an injunction restraining Employee
      from breaching such Sections without the necessity of posting bond or proving
      irreparable harm, such being conclusively admitted by Employee. Nothing shall
      be
      construed as prohibiting Silverleaf from pursuing any other available remedies
      for such breach, including the recovery of damages from Employee. Employee
      acknowledges that the restrictions set forth in Sections 5, 6 and 7 hereof
      are
      reasonable in scope and duration, given the nature of the business of Silverleaf
      and its affiliates. Employee agrees that issuance of an injunction restraining
      Employee from breaching such Sections in accordance with their terms will not
      pose an unreasonable restriction on Employee's ability to obtain employment
      or
      other work following the effective date of any Termination.





**Section
      9.**  **Employee
      Investments** **.** Anything
      to the contrary herein notwithstanding, Employee: (1) shall not be prohibited
      from investing his or her assets in such form or such manner as will not, in
      the
      aggregate, detract from the performance by Employee of his or her duties
      hereunder and will not violate the provisions of Sections 5, 6 or 7 hereof;
      and
      (2) shall not be prohibited from purchasing stock in any publicly traded company
      solely as a stockholder so long as Employee does not own (together or separately
      or through his or her affiliates) more than two percent (2%) of the stock in
      any
      company, other than Silverleaf, which is engaged in the timeshare
      business.





**Section
      10.**  **Employee's
      Representations** **.** Employee
      represents and warrants that he or she is free to enter into and perform each
      of
      the terms and conditions hereof, and that his or her execution and performance
      of this Agreement does not and will not violate or breach any other Agreement
      between Employee and any other person or entity.





**Section
      11.**  **Termination** **.**  This
      Agreement shall terminate upon the expiration of its Term, or prior thereto:
      (1)
      upon written notice by either party, at any time and for any or no reason
      whatsoever, at least thirty (30) days prior to the effective date of the
      termination; or (2) as of the end of the month of Employee’s death or incapacity
      due to Employee’s physical or mental illness as determined in Silverleaf’s sole
      discretion (the “Termination”).  The
      Term
      of this Agreement may be extended only by the written agreement of Employee
      and
      Silverleaf.




**Section
      12.**  **Return
      of Materials and Vehicles** **:** Employee
      understands and agrees that any training manuals, sales and promotional
      material, vehicles or other equipment provided to him or her by Silverleaf
      in
      connection with this Agreement shall remain the sole property of Silverleaf,
      and
      shall be used by the Employee exclusively for Silverleaf's benefit. Upon
      termination of this Agreement, any such material, vehicles or other equipment
      shall be immediately returned to Silverleaf.




5





**Section
      13.**  **Non-Binding
      Alternate Dispute Resolution** **.** Except
      for actions brought by Silverleaf pursuant to Section 8 hereof:





**(a)**  **Agreement
      to Utilize** **:** The
      parties shall attempt to settle any claim or controversy arising from this
      Agreement through consultation and negotiation in good faith and a spirit of
      mutual cooperation prior to the commencement of any legal action. If such
      attempts fail, then the dispute shall be mediated by a mutually-accepted
      mediator to be chosen by the parties within forty-five (45) days after written
      notice demanding mediation is sent by one party to the other party. Neither
      party may unreasonably withhold consent to the selection of a mediator, and
      the
      parties shall share the costs of the mediation equally. By mutual written
      agreement, however, the parties may postpone mediation until they have completed
      some specified but limited discovery regarding the dispute. The parties may
      also
      agree to replace mediation with any other form of alternate dispute resolution
      ("ADR") available in Texas, such as a mini-trial or arbitration.





**(b)**  **Failure
      to Resolve** **:** Any
      dispute which the Parties cannot resolve through negotiation, mediation or
      any
      other form of ADR, within six (6) months of the date of the initial demand
      for
      mediation, may then be submitted to the appropriate court for resolution. The
      use of negotiation, mediation, or any other form of ADR procedures will not
      be
      construed under the doctrines of laches, waiver or estoppel to affect adversely
      the rights of either party.





**Section
      14.**  **Waiver** **.** Silverleaf's failure at any time to require performance by Employee of any
      of
      the provisions hereof shall not be deemed to be a waiver of any kind nor in
      any
      way affect the rights of Silverleaf thereafter to enforce the provisions hereof.
      In the event that either party to this Agreement waives any provision of this
      Agreement or any rights concerning any breach or default of the other party
      hereto, such waiver shall not constitute a continuing waiver of any such
      provision or breach or default of the other party hereto.





**Section
      15.**  **Successors,
      Assigns, Benefit** **.**





**(a)**  **Silverleaf
      Successors** **:** The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      Silverleaf, its successors, assigns and other affiliated entities, including,
      but not limited to, any corporation or other entity which may acquire all or
      substantially all of Silverleaf's assets or with or into which Silverleaf may
      be
      consolidated, merged or reorganized. Upon any such merger, consolidation or
      reorganization, the term "Silverleaf" as used herein shall be deemed to refer
      to
      any such successor.





**(b)**  **No
      Assignment by Employee** **:** The
      parties hereto agree that Employee's services hereunder are personal and unique,
      and that Silverleaf is executing this Agreement in reliance thereon. This
      Agreement shall not be assignable by Employee.





**Section
      16.**  **Severability** **.** If one
      or more of the provisions contained in this Agreement shall for any reason
      be
      held to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision of this
      Agreement, but shall be deemed stricken and severed from this Agreement and
      the
      remaining terms of this Agreement shall continue in full force and
      effect.




6





**Section
      17.**  **Governing
      Law and Venue** **.** This
      Agreement shall be deemed to have been made and entered into in the State of
      Texas and its validity, construction, breach, performance and operation shall
      be
      governed by the laws of that state. The obligations hereunder of Silverleaf
      shall be performable in Dallas County, Texas, and venue for any suit involving
      this Agreement shall lie exclusively in Dallas County, Texas.





**Section
      18.**  **Entire
      Understanding** **.** This
      Agreement sets forth the entire understanding between the parties with respect
      to the employment of Employee, and no other representations, warranties or
      agreements whatsoever have been made by Silverleaf to Employee. Further, this
      Agreement may not be modified or amended except by another instrument in writing
      executed by both of the parties.





**Section
      19.**  **Notices** **.** All
      notices and communications under this Agreement shall be sent to the parties
      at
      the following addresses or such other addresses that the parties may
      subsequently designate in writing.





**(a)**
            **Silverleaf****:**Silverleaf
                Resorts, Inc.
              Attention:
                Robert E. Mead, Chief Executive Officer
              1221
                Riverbend, Suite 120
              Dallas,
                Texas 75247**(b)**
            **Employee****:**SHARON
                K. BRAYFIELD
              2135
                Texas Ash
              Irving,
                Texas 75063





**Section
      20.**  **Section
      Headings** **.** Section
      and paragraph headings are inserted herein only for convenience and shall not
      be
      used to interpret any of the provisions hereof.





**Section
      21.**  **Counterparts** **.** This
      Agreement may be executed in counterparts, each of which shall be an original,
      but all of which together shall constitute one and the same
      original.





**Section
      22.** **Effective
      Date** **.** This
      Agreement is executed on the date set forth below, but shall be effective as
      of
      April 15, 2006 (the "Effective Date").




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Executed
      this 8 th day of
      March, 2006.




"SILVERLEAF"SILVERLEAF
              RESORTS, INC.By:
            /S/
                ROBERT E,
                MEADROBERT
              E. MEAD, Chief
              Executive Officer





"EMPLOYEE"/S/
              SHARON K. BRAYFIELDSHARON
              K. BRAYFIELD




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