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                                                                    EXHIBIT 10.4



                           PURCHASE AND SALE AGREEMENT

1. THE PARTIES:

BUYER:            Silverleaf Resorts, Inc., a Texas corporation
                  1221 Riverbend Dr., Suite 120, Dallas, Texas 75247 ("Buyer")

SELLER:           American National Bank & Trust Company of Chicago, as Trustee
                  under a Trust Agreement dated February 9, 1994, known as Trust
                  No. 117945-00
                  2901 Butterfield Road, Oak Brook, Illinois 60523 ("Seller")

Buyer and Seller are hereinafter collectively referred to as the "Parties" and
may sometimes be referred to individually as "Party."

2. THE REAL ESTATE: Seller agrees to sell to Buyer and Buyer agrees to buy from
Seller, in an "AS-IS, WHERE-IS" condition with no representation or warranties
from the Seller whatsoever (except as otherwise provided in this Contract),
approximately one hundred ninety-one (191) acres of vacant land located in
LaSalle County, Illinois, legally described on the attached Exhibit "A"
(hereinafter referred to as "Real Estate").

3. PURCHASE PRICE: Buyer agrees to pay Seller a purchase price of Four Thousand
Two Hundred and No/100 Dollars ($4,200.00) per gross acre surveyed. The purchase
price shall be paid as follows: The Buyer shall deposit earnest money of
Twenty-Five Thousand and No/100 Dollars ($25,000.00) with Chicago Title
Insurance Company (hereinafter referred to as "Escrowee") in a strict joint
order no. 1 escrow, for the mutual benefit of the Parties, to be applied to the
purchase price at closing. The balance of the purchase price shall be paid as
follows: (a) $135,440.00 shall be paid to Seller at closing by certified or
cashier's check or by wire transfer; and (b) the balance of the purchase price
or $641,760.00, plus or minus prorations, shall be represented by purchase money
financing provided by Seller to Buyer. The terms of the purchase money financing
are as follows: (a) the principal amount of the purchase money financing shall
bear interest at the rate of eight percent (8%) per annum and interest shall be
paid monthly in advance commencing on the date of the closing; (b) the Buyer
shall make five (5) annual principal reduction payments, each equal to 1/5 of
the original principal balance of the purchase money loan and with the first
payment due on the first anniversary date of the purchase money note ("Note")
with the remaining four (4) principal reduction payments due on the second,
third, fourth and fifth anniversary dates of the Note so that all principal and
accrued interest is paid in full on the fifth anniversary date of the Note; (c)
the Note will be guaranteed in full by Buyer; (d) the purchase money loan
documents shall be comprised of the Note, a purchase money mortgage, an
assignment of rents, and a personal guaranty from Buyer, a collateral assignment
of beneficial interest and UCC financing statements. All of the purchase money
loan documents shall be prepared by Seller's counsel and shall be satisfactory
to Seller and Seller's counsel. The purchase money mortgage will provide for
insurance and tax escrows to be paid monthly by Buyer and shall contain
so-called "Due on Sale" and "Due on Encumbrance" clauses. It is understood and
agreed that no construction will be permitted on the Real Estate until the
purchase money loan has been repaid in full. This Contract and the issuance of
the purchase money financing are contingent upon the Seller approving the
financial condition and status of Buyer and Buyer shall provide to Seller within
ten (10) days after the execution of this Contract by Buyer a financial
statement of Buyer and such other financial information as Seller may reasonably
request. Seller agrees to approve or disapprove Buyer's financial status within
ten (10)





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days after receipt of Buyer's financial statement and any other financial
information requested by Seller. At closing, Buyer shall provide to Seller a
1990 ALTA loan policy naming Seller as the insured party thereunder the
insurance in the amount of the purchase money loan and insuring that the
purchase money loan is a first priority lien against title to the Real Estate.
The loan policy shall contain an extended coverage endorsement, a comprehensive
endorsement, an access endorsement, a survey endorsement, a separate tax parcel
endorsement, and the loan policy and all endorsements shall be paid for by Buyer
in cash at closing.

         Five (5) days prior to the closing, Buyer shall provide to Seller UCC,
tax, judgment and lien searches for Buyer from the Illinois Secretary of State's
Office and the LaSalle County Recorder's Office showing no liens or judgments
against Buyer. At closing, Buyer shall provide to Seller : (a) a certificate of
good standing for Buyer from the Secretary of State's Office of the State of
Texas and a certificate from the Illinois Secretary of State's Office specifying
that Buyer is qualified to do business in the State of Illinois, each item dated
not more than thirty (30) days prior to the date of closing, (b) a certified
copy of the corporate resolution of Buyer authorizing the individuals who have
executed the purchase money loan documents to bind the corporation to the terms
and provisions of those documents, and (c) an opinion of counsel from an
attorney licensed to practice law in the State of Illinois stating that the
terms and provisions of the purchase money loan documents are the binding, valid
and legal obligations of Buyer and the interest rate contained therein does not
violate the usury laws of the State of Illinois together with an opinion of
counsel from counsel licensed to practice law in the State of Texas stating that
the interest rate charged under the purchase money loan financing is not
violative of any usury laws in the State of Texas (each opinion must be
reasonably satisfactory to Seller's counsel).

         At closing, the earnest money deposit shall be paid over to Seller and
the principal amount so paid shall be credited to the purchase price of the Real
Estate with all interest earned on the principal portion of the earnest money
deposit to be paid to the Buyer. If the sale does not occur as a result of a
default by either Buyer or Seller, the earnest money deposit shall be paid to
the appropriate party as specified in paragraph 13 of this Contract.

4. CLOSING AND POSSESSION: Closing shall be on September 30, 1999 at the office
of Chicago Title Insurance Company, 1725 S. Naperville Road, Wheaton, Illinois.
Possession shall be tendered on the day of closing. THE CLOSING AND POSSESSION
DATE IS LEGALLY SIGNIFICANT TO BUYER AND SELLER. THE PARTIES UNDERSTAND THAT
WHEN THIS CONTRACT IS SIGNED BY BOTH BUYER AND SELLER, THE CLOSING AND
POSSESSION DATE MAY ONLY BE CHANGED BY MUTUAL AGREEMENT OF THE PARTIES.

5. REAL ESTATE BROKER'S COMMISSION: Each Party hereby represents and warrants to
the other that other than (i) any commission due and payable to Inland Real
Estate Sales, Inc., if any, which will be paid by Seller, and (ii) a real estate
commission in the amount of two and one-half percent (2-1/2%) of the purchase
price, which commission shall be paid by Seller to Larry Windsor of Century 21
Realtors, upon completion of the sale of the Real Estate to Buyer, no other
brokers or real estate salespeople have been involved in this transaction and
that there are no other real estate commissions due or to become due as a result
of this transaction and any Party so incurring or causing any additional claims
for a real estate commission shall indemnify, defend,








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save and hold the other Party harmless from any loss, damage, cost and expense
arising from such claims.

6. PLAT OF SURVEY: Within five (5) days of the Parties execution of this
Contract, Seller shall provide to Buyer its existing plat of survey of the Real
Estate by Vegrzyn, Sarver and Associates, Inc. dated September 15, 1981. Within
thirty (30) days of the Parties execution of this Contract, Seller shall furnish
an update of its plat of survey (the existing plat of survey and the update are
hereinafter collectively referred to as "Plat of Survey") certified to Buyer and
Chicago Title Insurance Company and made by an Illinois registered land
surveyor, showing gross acreage, having all corners staked with measurements of
all lot lines, and showing all easements, building line set backs, fences and
any improvements on the Real Estate and distances thereof to all lot lines.

7. NOTICES: All notices, communications or demands by either Party to the other
shall be in writing and shall be served by any of: (a) personal delivery; (b) a
nationally recognized overnight courier service; (c) certified mail, return
receipt requested; or (d) by facsimile with a confirmation copy sent by regular
mail on the same day as the facsimile transmission. A notice shall be deemed to
have been duly given (i) if and when personally delivered; (ii) upon actual
receipt if sent by a nationally recognized overnight courier service; (iii) upon
the second business day after being deposited in the United States Mail; or (iv)
the day of facsimile transmission provided such transmission is completed on or
before 5:00 p.m. on a business day, otherwise such delivery will be deemed
received at 9:00 a.m. on the following business day, with all notices, demands
or other communications addressed to the Parties as follows:

         If to Seller:              InLand Capital Fund, L.P.
                                    2901 Butterfield Road
                                    Oak Brook, Illinois  60523
                                    Attn:  Patricia A. Challenger
                                    Phone:     (630) 218-4956
                                    Fax:       (630) 218-4955

         With copy to:              H. Dan Bauer, Esq.
                                    The Inland Group, Inc.
                                    2901 Butterfield Road
                                    Oak Brook, Illinois  60523
                                    Attn:  Patricia A. Challenger
                                    Phone:     (630) 218-8000
                                    Fax:       (630) 218-4900

         If to Buyer:               Silverleaf Resorts, Inc.
                                    1221 Riverbend Dr., Suite 120
                                    Dallas, Texas  75247
                                    Attn:  Robert E. Mead
                                    Phone:     (214) 631-1166
                                    Fax:       (214) 905-0514

         With copy to:              George R. Bedell, Esq.
                                    901 Main Street, Suite 3700
                                    Dallas, Texas  75202
                                    Phone:     (214) 744-3700
                                    Fax:       (214) 747-3732




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or at such other address as a Party may designate by a notice in conformity with
the provisions of this paragraph.

8. THE DEED AND TITLE POLICY: At closing, Seller shall deliver a recordable
trustee's quit claim deed conveying title to the Real Estate to a new land trust
established at American National Bank and Trust Company of Chicago, of which the
Buyer shall be the sole Beneficiary with title to the Real Estate subject to
only the following exceptions described herein, if any: (a) general real estate
taxes accrued, but not yet payable at the time of closing; (b) special
assessments confirmed after this Contract date; (c) zoning laws and ordinances;
(d) fire, safety and health codes and ordinances and all building setback lines
and use or occupancy laws, ordinances and regulations; (e) drainage ditches,
feeders, laterals and drain tile, pipe or other conduit; (f) matters appearing
on Seller's existing plat of survey supplied to Buyer as described in paragraph
6 of this Contract; and (g) all items listed on Exhibit "B" attached hereto.
Buyer further agrees that Buyer shall not assign the beneficial interest of the
new land trust at American National Bank and Trust Company of Chicago and that
at the time of closing, the Seller shall have the sole collateral assignment of
such beneficial interest in such new land trust. At closing, Seller shall also
provide to Buyer an ALTA title insurance policy naming the new land trust as the
insured party thereunder and providing insurance in the amount of the purchase
price payable hereunder that the new land trust has acquired good and marketable
title to the Real Estate subject only to the exceptions described hereinabove.
The title policy shall contain an extended coverage endorsement, a comprehensive
endorsement, an access endorsement, a survey endorsement, a separate tax parcel
endorsement, and the title policy and all endorsements shall be paid for by
Seller in cash at closing.

9. TITLE: Within fifteen (15) days after the execution of this Contract by both
Parties, Seller shall furnish or cause to be furnished to Buyer or Buyer's
attorney, at Seller's expense, a commitment for title insurance issued by
Chicago Title Insurance Company ("Title Company") on the current form of
American Land Title Association Owner's Policy (or equivalent policy) in the
amount of the purchase price covering the date hereof, subject only to the
following: (a) exceptions as set forth in paragraph 8 of this Contract; and (b)
acts done or suffered by or judgments against Buyer, or those claiming by,
through or under Buyer. It is understood and agreed that any loans obtained by
Seller which are secured by mortgages or trust deeds encumbering title to the
Real Estate shall be paid in full at or prior to the closing and title after
closing shall not be subject to such liens or encumbrances. In the event that
the title commitment contains any unpermitted title exceptions, Seller shall
have thirty (30) days after receipt of the title commitment to cure or have the
Title Company commit to insure Buyer against loss or damage that may be caused
by (to the reasonable satisfaction of Buyer) such unpermitted title exceptions.
It is understood and agreed that Seller shall not be required to expend more
than $10,000.00 to cure any unpermitted title exception or to have same insured
over by the Title Company. Seller shall notify Buyer in writing within the
thirty (30) day cure period in the event that Seller is unable to cure or have
insured over any unpermitted title exception. Upon written notification from
Seller that Seller is unable to cure or have insured over any unpermitted title
exception, Buyer shall have five (5) business days thereafter to elect to either
terminate this Contract and receive a return of its earnest money subject to the
terms and provisions of this Contract or to maintain this Contract in full force
and effect and take






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title subject to any uncured title exceptions with the right to receive a credit
against the purchase price equal to that portion of $10,000.00 that has not been
expended by Seller to cure unpermitted title exceptions. If Buyer does not elect
to accept the Real Estate as provided above, this Contract shall terminate and
be of no further force and effect, and the earnest money shall be refunded to
Buyer provided Seller has no claim against Buyer pursuant to the indemnity
contained in paragraph 17. Whenever it is provided in this Contract for earnest
money to be returned to Buyer, as a prerequisite to the return of such earnest
money, Buyer shall deliver to Seller, Buyer's quit claim deed to the Real Estate
fully executed, properly acknowledged and in recordable form. Within fifteen
(15) days after the execution of this Contract by both parties, Seller will also
furnish to Buyer's attorney drafts of the purchase money loan documents that
will be executed at the time of closing of this transaction.

10. AFFIDAVIT OF TITLE AND REAL ESTATE TRANSFER DECLARATION: Seller shall
furnish Buyer at closing an Affidavit of Title covering the date of closing,
subject only to those permitted exceptions set forth in paragraph 8, and
unpermitted exceptions, if any, as to which the title insurer commits to extend
insurance in a manner specified in paragraph 9. At closing, Seller shall furnish
to Buyer a completed Illinois Real Estate Transfer Declaration and Seller shall
pay any State of Illinois or LaSalle County transfer stamps or taxes applicable
to the transaction, if any.

11. TAX AND FARM RENT PRORATIONS: General real estate taxes will be prorated
ratably as of the time of closing. If the amount of the current general taxes is
not then ascertainable, the adjustment thereof shall be on the basis of the most
recent ascertainable taxes with a reproration upon receipt of the actual bill(s)
for the year in which closing occurs. The Real Estate is subject to the Land
Lease attached hereto as Exhibit "C." At closing, Seller shall provide to Buyer
a credit for any farm rent applicable to any period after the closing which rent
has been previously received by Seller. For any rents due to Seller through the
date of closing, Seller and Buyer will each execute a letter to the tenant under
the lease directing the tenant to divide its next rent payment as described in
the letter. Seller shall also assign all of its right, title and interest in and
to any existing farm lease and any rent due thereunder to Buyer at closing.

12. INTERNAL REVENUE CODE REQUIREMENTS: Parties agree to furnish, execute and
deliver all documentation and information necessary to comply with the reporting
requirements of Sections 6045(e) and 1445 of the Internal Revenue Code.

13. PERFORMANCE AND DEFAULT: Time is of the essence in this Contract. If the
closing of this transaction fails as a result of Buyer's default, then it is
agreed that Seller will suffer damages that would be difficult to ascertain.
Accordingly, in the event of such a Buyer default, the earnest money shall be
forfeited by Buyer to Seller as liquidated damages, as Seller's sole and
exclusive remedy for such default as Buyer and Seller's best estimate of the
damages to be incurred by Seller, and this Contract will thereupon terminate. If
the closing of this transaction fails as a result of Seller's default, then
Buyer shall have the option of either (a) seeking specific performance of this
Contract or (b) having the earnest money refunded to Buyer (provided Seller has
no claim against Buyer pursuant to the indemnity contained in paragraph 17) and
Seller shall pay to Buyer twice the amount of all reasonable and documented
costs and expenses actually incurred by Buyer as a result of this transaction up
to a maximum of $25,000.00, and this Contract will thereupon terminate. Buyer's
remedy will be either (a) or (b) above and such remedy will be Buyer's sole and
exclusive remedy. The Buyer's indemnification of Seller as contained in
paragraph 17 hereinafter




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shall remain in full force and effect and in no way limited by any liquidated
damages provision or any termination or expiration of this Contract.

14. CONDEMNATION: If, prior to closing, all or a material part of the Real
Estate is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain, or is taken by eminent domain or condemnation (or sale
in lieu thereof), Buyer, by written notice to Seller, given within fifteen (15)
days after Buyer's receiving actual notice of such threat of condemnation, may
elect to terminate this Contract (the date of closing shall be extended, if
necessary, to grant Buyer the aforesaid fifteen (15) day period). If Buyer does
not elect to so terminate, this Contract shall remain in full force and effect
and the purchase contemplated herein, less any interest in the Real Estate taken
by eminent domain or condemnation, shall be completed with no adjustments, and
at the closing, Seller shall assign, transfer, and set over to Buyer all of
Seller's right, title and interest in and to any awards that have been or that
may thereafter be made for such taking. The phrase "a material part of the Real
Estate" shall mean ten percent (10%) or more of the land comprising of the Real
Estate.

15. REAL ESTATE SETTLEMENT PROCEDURES ACT OF 1974: The Buyer and the Seller will
comply with the Real Estate Settlement Procedures Act of 1974, as amended, and
will furnish all information required for compliance therewith.

16. ESCROW CLOSING: This sale shall be closed through an escrow with Chicago
Title Insurance Company in accordance with the provisions of the usual form of
New York-styled Deed and Money Escrow Agreement with provisions inserted in the
Escrow Agreement as may be required to conform with this Contract. Upon the
creation of such an escrow, anything herein to the contrary notwithstanding, the
payment of the purchase price and delivery of deed and other documents required
to be delivered by this Contract, shall be made through the escrow. The cost of
the escrow shall be divided equally between the Parties. The Buyer shall pay the
cost of any money lender's escrow and the loan policy and all endorsements
thereto.

17. INSPECTION-FEASIBILITY PERIOD: For the period beginning upon acceptance of
this Contract by Seller and ending on a date sixty (60) days thereafter
("Inspection-Feasibility Period"), Buyer and its agents, at reasonable times and
upon reasonable notice to Seller, may enter upon the Real Estate to perform
physical inspections of the Real Estate including environmental and soil tests
and otherwise investigate and determine if the Real Estate is suitable for
Buyer's intended use, all at Buyer's sole cost and expense. Buyer shall promptly
pay for all costs of any inspections or tests and hereby indemnifies and holds
Seller harmless from any mechanic's or materialmen's liens against the Real
Estate resulting from non-payment of such inspections or tests and this
provision shall survive any termination of this Contract. The Buyer will also
review all existing exceptions as set forth in paragraph 8 during the
Inspection-Feasibility Period. All inspections and tests to be done on the Real
Estate will only be performed upon prior written notification to Seller and
Buyer shall restore the Real Estate to its condition prior to any such
inspections or tests and shall insure that there are no unsafe or dangerous
conditions existing on the Real Estate during or after such inspections or
tests. In the event that Buyer determines that the results of any inspections,
tests, investigations or review are unsatisfactory or that the Real Estate is
not suitable for Buyer's intended use, notwithstanding that this Contract is
fully binding upon the Parties at the time of execution, Buyer may terminate
this Contract by written notice ("Inspection Cancellation Notice") to Seller
delivered at anytime during the Inspection-Feasibility Period. Buyer shall save,










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indemnify, defend and hold Seller harmless from the acts of Buyer and its
representatives, agents and /or contractors arising from such tests and/or
inspections, and prior to entry upon the Real Estate or the performing of any
inspections or tests, Buyer shall provide Seller with evidence of general
liability, property damage and worker's compensation insurance in form, content
and amount satisfactory, and written by companies acceptable, to Seller in
connection therewith and Buyer agrees to name Seller, its partners and agents as
additional insured on all such policies. Buyer will repair, in a good and
workmanlike manner, any damage done to the Real Estate as a result of any tests
or inspections performed thereon. Buyer's indemnity as provided above will
survive the closing of this transaction or any termination of this Contract and
will not be deemed merged with the Deed. In addition, Buyer will be solely
responsible for the cost and expense of all crop damage incurred as a result of
any of Buyer's tests or inspections. In the event of termination by Buyer
pursuant to this paragraph, Seller shall direct that the earnest money be
returned to Buyer provided Seller has no claim against Buyer pursuant to the
above indemnity. Thereafter, this Contract will be of no further force or effect
and neither Party shall have any further liability to the other provided Seller
has no claim against Buyer pursuant to the above indemnity. If no Inspection
Cancellation Notice is received by Seller within the Inspection-Feasibility
Period, this Contract shall remain in full force and effect. In no event shall
Buyer, without the prior written consent of Seller, record any document against
the Real Estate including, but not limited to, this Contract or a memorandum
thereof, encumber the Real Estate in any way, or bind the Real Estate to any
zoning, platting or annexation at any time prior to closing. Buyer shall keep
the terms and conditions of this Contract confidential and shall not disclose
such to any third party, unless required by law to do otherwise.

         Buyer agrees that unless otherwise provided herein, (a) the sale is
concluded without warranties, representations or guarantees of any kind or
nature made by Seller; (b) the Real Estate is purchased by Buyer on an "AS-IS,
WHERE-IS" basis; and (c) Buyer's decision to purchase the Real Estate is based
only on the investigation, study and analysis of all aspects of the Real Estate
as made by Buyer/and or Buyer's agents, employees, representatives and/or
independent contractors (collectively, "Buyer's Investigation"). It is expressly
understood by Buyer and Seller that all statements and representations, if any,
made by Seller and Seller's agents and independent contractors are intended by
Buyer and Seller to be made only as an accommodation to Buyer and Buyer's
Investigation and not in lieu of Buyer's Investigation. Seller makes no
representations or warranties, expressed or implied, with respect to the
environmental condition of the Real Estate, any surrounding property and any
property in the vicinity of the Real Estate (including without limitation all
facilities, improvements, structures and equipment thereon and soil and
groundwater thereunder) or compliance with any federal, state or local
environmental, health or safety statute, laws or regulations, and Seller makes
no indemnifications expressed or implied whatsoever including, but not limited
to, any indemnifications for any costs or liabilities arising out of or related
to the presence, discharge, treatment, recycling, storage, use, transportation,
generation, disposal, migration or release of a hazardous or toxic waste,
substance or constituent as defined in any applicable federal, state or local
law, ordinance or regulation, or any other substance (including, without
limitation, any asbestos, asbestos containing materials, polychlorinated
biphenyls, oil, petroleum or any fraction thereof, or crude oil or any fraction
thereof) (collectively, "Hazardous Materials") on, in, under or from the Real
Estate, any surrounding property or any property in the vicinity of the Real
Estate (including without limitation all facilities, improvements, structures
and equipment thereon and soil and groundwater thereunder). Notwithstanding any
other rights provided herein, during the Inspection-Feasibility Period Buyer
shall have the right at its own





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expense to conduct an environmental assessment of the Real Estate, provided
that: (i) the proposed scope of the assessment is reasonably acceptable to the
Seller (it is agreed that a level one environmental assessment and a reasonable
number of soil borings to determine soil classification, moisture content and
the depth of these items reasonably required for Buyer's intended use of the
Real Estate is acceptable to Seller provided Buyer fills in all soil boring
holes and fully complies with the terms and conditions of this paragraph 17,
including, but not limited to, repairing any damage caused by its tests and
provided that Buyer shall not be entitled to do any soil borings on the gas
pipeline easement crossing the Real Estate); (ii) Buyer shall keep any
information generated during this assessment as confidential unless required by
law to do otherwise and shall not disclose such to any third party (except
Buyer's members, joint venture partners, Buyer's lender and consultants) without
the prior approval of Seller, which shall be within Seller's sole discretion;
and (iii) if this transaction fails to close as required herein and if Seller so
requests, copies of all data, notes, documents and reports generated during this
environmental assessment shall be promptly provided to Seller. Any information,
reports, statements, documents, or records (hereinafter, "Disclosures"), if any,
provided or made to Buyer or its consultants by Seller, its agents, employees or
contractors concerning the environmental condition of the Real Estate,
including, without limitation, any environmental reports shall not be
representations or warranties.

18. TAX DEFERRED EXCHANGE: This Contract may be assigned by Seller to Exchange
Escrowee as a qualified exchange intermediary in order for Seller to effect an
Internal Revenue Code Section 1031 tax deferred exchange. In the event Seller
makes such an assignment, Purchaser agrees to promptly execute a customary
consent or acknowledgement of such assignment in connection therewith, as the
qualified intermediary may reasonably request. Seller shall bear all costs with
respect to its assignment/exchange transaction. There shall be no liability by
Purchaser to Seller with respect to any Internal Revenue Service disapproval or
disallowance of Seller's assignment/exchange transaction. Seller's exchange will
not require Purchaser to take title to any real estate other than the Real
Estate.

19. ATTORNEY'S FEES: In the event that either of the Parties institutes
litigation to enforce the terms and provisions of the Contract, the prevailing
Party in such litigation shall be entitled to recover all costs and fees,
including, without limitation, all attorney's and paralegal fees through all
appellate proceedings, that such prevailing Party incurs as a result of such
litigation.

20. GOVERNING LAW: This Contract and all amendments thereof shall be governed by
and construed in accordance with the laws of the State of Illinois.

21. ASSIGNABILITY: Buyer may assign its interest in the Contract without the
prior written consent of the Seller, but Buyer shall remain liable for its
obligations under this Contract despite such assignment. Seller shall be allowed
to freely transfer and assign its interest in this Contract without any prior
consent.

22. BINDING EFFECT OF CONTRACT: All the various undertakings to each of the
Parties to this Contract shall be binding upon and inure to the benefit of the
Parties and their respective successors and permitted assigns.

23. INVALIDITY OR ILLEGALITY OF ANY PROVISION OF THIS CONTRACT: If any term,
condition or provision of this Contract shall be declared invalid or
unenforceable, the







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<PAGE>   9


remainder of this Contract, other than such term, condition or provision, shall
not be affected thereby and shall remain in full force and effect and shall be
valid and enforceable to the fullest extent permitted by law.

24. CO-PARTNER JOINT VENTURER: None of the terms, provisions or conditions of
this Contract shall be construed as creating or constituting Seller as a partner
or joint venturer with Buyer, nor constituting Buyer as the agent of Seller or
Seller the agent of Buyer, nor shall any of the provisions of this Contract be
construed in any manner so as to make Seller liable for the debts, obligations,
liabilities or representations of Buyer.

25. RETURN OF EARNEST MONEY: It is agreed that notwithstanding any provision in
this Contract to the contrary concerning the return of Buyer's earnest money in
the event that Buyer would be entitled to a return of its earnest money but for
the fact that Seller has bona fide claim against Buyer pursuant to Buyer's
indemnity, defense and hold harmless obligations contained in paragraph 17 of
this Contract, the earnest money will not be returned until such claim is
resolved; provided, however, if the claim is for a known, liquidated amount, the
earnest money less such amount and less any cost and expenses (including,
without limitation, all attorney's fees) reasonably and necessarily incurred and
anticipated to be incurred by Seller as a result of such claim shall be returned
to Buyer. Until the claim is resolved, the amounts specified in the foregoing
sentences shall remain in the escrow as security for payment of the claim and
the above-described, cost and expenses. It is understood that the retention of
the earnest money or any portion thereof shall not relieve Buyer from defending
and holding harmless Seller and the Real Estate against all such claims.

It is further agreed that in the event that Buyer's insurance company notifies
Seller in writing that the insurance company: (i) acknowledges coverage of the
claim, (ii) agrees to defend Seller and the Real Estate against the claim, (iii)
has sufficient insurance coverage under the policy to cover all amounts claimed
together with all costs and expenses necessary to defend the claim, (iv) has
retained counsel to represent Seller and the Real Estate against the claim, the
amount of the earnest money plus any interest earned thereon and less any
deductible under the insurance policy shall be returned to Buyer with the
deductible being retained in the escrow as partial security for payment of the
claim.

26. MISCELLANEOUS PROVISIONS:

    (a) The provisions of this Contract may be waived, altered, amended or
repealed, in whole or in part, only on the written consent of both Parties to
the Contract.

    (b) This Contract may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

    (c) This Contract shall be deemed to have been drafted jointly by the
Parties and any uncertainty or ambiguity shall not be construed for or against
either Party as an attribution of drafting either Party.

    (d) Buyer shall not record this Contract against title to the Real Estate
and any such recording will result in an automatic termination of this Contract
and Buyer's rights hereunder.





                                      -9-
<PAGE>   10
         IN WITNESS WHEREOF, the authorized representatives of Buyer and Seller
have executed this Contract.

<TABLE>
<CAPTION>

BUYER:                                            SELLER:

<S>                                               <C>
SILVERLEAF RESORTS, INC.,                         INLAND CAPITAL FUND, L. P.,
a Texas corporation                               a Delaware limited partnership,

                                                  By:      INLAND REAL ESTATE
                                                           INVESTMENT CORPORATION,
By:    /s/ Robert E. Mead                                  a Delaware corporation,
   -------------------------------------                   its general partner
Name:  Robert E. Mead
     -----------------------------------
Its:  Chief Executive Officer
    ------------------------------------
Date:  7/23/99                                             By:     /s/ Patricia A. Challenger
     -----------------------------------                      ------------------------------------
                                                                 Patricia A. Challenger
                                                                 Senior Vice President

                                                           Date:  7/30/99
                                                                ----------------------------------

                                                           SELLER:

                                                           AMERICAN NATIONAL BANK AND TRUST COMPANY
                                                           OF CHICAGO, not personally, but as
                                                           Trustee under a Trust Agreement dated
                                                           February 9, 1994 and known as Trust No.
                                                           117945--00

                                                           By:      [signature illegible]
                                                              ------------------------------------
                                                           Its:  Trust Officer
                                                               -----------------------------------
                                                           Date:
                                                                ----------------------------------
</TABLE>

The instrument is executed by the undersigned Land Trustee, not personally but
solely as Trustee in the exercise of the power and authority conferred upon and
vested in it as such Trustee, it is expressly understood and agreed that all of
the warranties, indemnities, representations, covenants, undertakings and
agreements herein made on the part of the Trustee are undertaken by it solely in
its capacity as Trustee and not personally. NO personal liability or personal
responsibility is assumed by or shall at any time be asserted or enforceable
against the Trustee on account of any warranty, indemnity, representation,
covenant, undertaking or agreement of the Trustee in this instrument.



                                      -10-
<PAGE>   11
Exhibits:

Exhibit "A":      Legal Description
Exhibit "B":      Title Matters
Exhibit "C":      Land Lease



                                      -11-