**ASSET
      PURCHASE AND SALE AGREEMENT**


**(Pinnacle
      Lodge)**





THIS
      PURCHASE AND SALE AGREEMENT (this *“Agreement”* )
      is made
      and effective as of the Execution Date and is by and between SILVERLEAF RESORTS,
      INC., a Texas corporation ( *“Purchaser”* )
      and THE
      FITZPATRICK FAMILY LIMITED PARTNERSHIP, a Florida limited partnership
      ( *“Seller”* ).





**RECITALS**





This
      Agreement is made on the basis of the following facts:





Seller
      is
      the owner of the Assets commonly known as the Pinnacle Lodge located in the
      Town
      of Fraser, Grand County, Colorado. Subject to the terms and conditions
      hereinafter set forth, Seller desires to sell and Purchaser desires to purchase
      the Pinnacle Lodge.




**AGREEMENT**





On
      the
      basis of the foregoing facts, Seller and Purchaser agree as
      follows:




**ARTICLE
      I**


Definitions





For
      the
      purposes of this Agreement, the following words and terms shall have the
      meanings set forth below:





1.1  *"Assets"* -
      collectively, the Real Property and the Personal Property.





1.2  *“Closing”* - as
      defined in **Section
      8.1** .





1.3  *“Closing
      Date”* - as
      defined in **Section
      8.1** .





1.4  *“Cut-Off
      Time”* - as
      defined in **Section
      8.3** .





1.5  *“Deposit”* - as
      defined in **subsection
      2.2(a)** .





1.6  *“Execution
      Date”* - the
      latest date of execution of this Agreement by both Purchaser and
      Seller.





1.7  *"Improvements"* - any
      existing buildings, improvements, structures, parking facilities or fixtures
      placed, constructed, installed or located on or as part of the Land, and all
      plants, trees, and other appurtenances located upon, over or under the
      Land.





1.8  *“Inspection
      Period”* - as
      defined in **subsection
      3.4(b)** .




1


1.9  *“Land”* -
      The
      real property described as Tract B-1, CLAYTON SUBDIVISION, according to the
      plat
      thereof filed October 24, 1986, at Reception No. 249237, EXCEPT that portion
      conveyed to the Town of Fraser in Deed recorded January 17, 1992, in Book 491
      at
      Page 659, County of Grand, State of Colorado, together with all reversions,
      remainders, easements, rights-of-way, appurtenances, leases, subleases,
      tenements and hereditaments appertaining to or otherwise benefitting or used
      in
      connection therewith.





1.10  *“Parties”* -
      collectively, Purchaser and Seller. Purchaser or Seller may be referred to
      individually or singularly as a *“Party.”*





1.11  *“Permitted
      Exceptions”* - as
      defined in **subsection
      3.4(a)** .





1.12  *“Personal
      Property”* - Any
      and all personal property located on or in or used in connection with the Land
      and Improvements, including, without limitation, all furniture, fixtures, and
      equipment, case-goods, soft-goods (drapes, window coverings, carpeting), sheets,
      pillows, blankets, bedspreads, towels and other linens, kitchen instruments,
      televisions, radios, phone, facsimile machines, telecommunication equipment,
      computers, appliances, refrigerators, air-conditioners, heaters, ice-makers,
      boilers, furnaces, radiators and piping, sprinkler systems, tools, and other
      personal property to the extent owned by Seller and located on the Land and
      Improvements and all paper goods, office supplies, food, beverages, chinaware,
      glassware, soap, and other guest and operational supplies, goodwill, customer
      lists, trade names (including the name “Pinnacle Lodge”), phone numbers, email
      addresses, web site, logo and signs, and all tangible and intangible personal
      property and fixtures of any kind, including, but not limited to, the Vehicle,
      and any other apparatuses owned by Seller and attached to or used exclusively
      in
      connection with the ownership, maintenance, or operation of the Pinnacle Lodge
      as operated on the Real Property. The foregoing notwithstanding, the *“Personal
      Property”* shall
      not include the following items on the Real Property as of the Execution Date:
      (a) the Cat tractor with plow, forklift and bucket attachments; (b) two Dell
      notebook computers and HP laser printer; (c) personal pictures and certificates
      in office; (d) personal possessions in manager residence rooms 323 and 324;
      (e)
      16-foot black, enclosed storage trailer; (f) 15-foot motorcycle trailer; and
      (g)all Direct TV equipment and other equipment related to the satellite
      television system (owned by SVI).





1.13  *“Purchase
      Price”* - as
      defined in **Section
      2.2** .





1.14  *“Purchaser”* - as
      defined in the Preamble to this Agreement.





1.15  *“Real
      Property”* - The
      Land and the Improvements.





1.16  *“Seller”* - as
      defined in the Preamble to this Agreement.





1.17  *“Surviving
      Obligations”* - as
      defined in **Sections
      3.4(b), 10.1, and 10.16** .





1.18  *“Title
      Commitment”* - as
      defined in **Section
      3.1** .





1.19  *“Title
      Company”* -
      Chicago Title Insurance Company, 4032 McDermott Road, Suite 100-A, Plano, Texas,
      75024, attn: Lois McGrew.


2





1.20  *“Title
      Policy”* -
      as
      defined in **Section
      4.2** .





1.21  *“Vehicle”* - the
      Pinnacle Lodge Ford E-350 shuttle van, VIN: 1FBSS31L31HA8712.




3


**ARTICLE
      II**


Purchase
      and Sale of the Assets





2.1  Purchase .
      For the
      consideration hereinafter set forth, but subject to the terms, provisions,
      covenants and conditions contained herein, Seller shall sell and convey the
      Assets to Purchaser and Purchaser shall purchase the Assets from Seller.





2.2  Purchase
      Price .
      The
      purchase price (the *“Purchase
      Price”* )
      for the
      Assets shall be Three Million Six Hundred Fifty Thousand and No/100 Dollars
      ($3,650,000.00), plus the sums described in **Article
      VI** ,
      which
      shall be paid as set forth below.





(a)  Deposit .
      On the
      Execution Date, Purchaser shall deliver to the Title Company’s escrow account
      good funds in the amount of Fifty Thousand and No/100 Dollars ($50,000.00).
      On
      the 14 th day
      following the Execution Date, if Purchaser has not elected to terminate this
      Agreement pursuant to **Section
      3.5** ,
      the
      Title Company shall immediately pay to Seller from such escrowed funds Ten
      Thousand and No/100 Dollars ($10,000.00), which shall not be refundable to
      Purchaser, except as set forth in **Article
      VII** and **Section 9.1** .
      On the
      30 th day
      following the Execution Date, if Purchaser has not elected to terminate this
      Agreement pursuant to **Section
      3.5** ,
      the
      Title Company shall immediately pay to Seller from such escrowed funds an
      additional Ten Thousand and No/100 Dollars ($10,000.00), which shall not be
      refundable to Purchaser, except as set forth in **Article
      VII** and **Section 9.1** .
      Upon
      expiration of the Inspection Period, if Purchaser has not elected to terminate
      this Agreement pursuant to **Section
      3.5** ,
      the
      Title Company shall immediately pay to Seller from such escrowed funds the
      remaining Thirty Thousand and No/100 Dollars ($30,000.00), plus all accrued
      interest, which shall not be refundable to Purchaser, except as set forth in **Article
      VII** and **Section 9.1** .
      Title
      Company shall hold such sums in escrow for the benefit of Purchaser and Seller
      pursuant to the terms of this Agreement in an FDIC-insured interest-bearing
      account. Failure by Purchaser to timely pay such sum to the Title Company or
      any
      action by Purchaser to prevent or delay release of such funds from the Title
      Company to Seller shall constitute a default of this Agreement by Purchaser
      without further action or notice and this Agreement shall terminate, except
      for
      the Surviving Obligations, which shall survive in any event. All sums paid
      to
      the Title Company and/or released by the Title Company to Seller pursuant to
      this **subsection
      2.2(a)** ,
      together with all interest earned thereon, shall be referred to as the *“Deposit.”*





(b)  Cash .
      The
      Purchase Price, subject to prorations and adjustments in accordance with **Section
      8.3** ,
      shall
      be paid at Closing in cash, by certified or cashier's check, wire transfer,
      or
      other immediately available funds. The Deposit shall be credited against the
      Purchase Price at Closing.


4




2.3  Allocation .
      Prior
      to expiration of the Inspection Period, Seller and Purchaser shall, in
      accordance with the provisions of Internal Revenue Code Sec. 1060 and the
      Regulations thereto, allocate the Purchase Price in order to establish separate
      purchase prices for the various components of the Assets. In the event that
      Seller and Purchaser are unable to agree upon said allocation of the Purchase
      Price during the Inspection Period, then each Party (at its sole cost and
      expense) shall immediately retain a qualified appraiser to perform separate
      valuations of each such component of the Assets and the average of the
      valuations of each such component of the Assets, as determined by each appraiser
      shall be used to determine such allocations.





**ARTICLE
      III**


Investigation
      of the Assets; Termination





3.1  Title
      Commitment .
      Within
      10 days following the Execution Date, Seller shall obtain and deliver to
      Purchaser, at Seller’s expense, a current title insurance commitment issued by
      the Title Company, including legible copies of all recorded exceptions to title
      referred to therein (collectively, the *“Title
      Commitment”* ),
      committing to insure title to the Real Property in Purchaser by the issuance
      of
      an ALTA policy of owner's title insurance, in the amount of the Purchase Price.
      Purchaser may, during the Inspection Period, at its expense, request such
      additional endorsements to the Title Policy as Purchaser deems reasonably
      necessary, including an endorsement for deletion of the standard printed
      exceptions.





3.2  Survey .
      Within
      10 days following the Execution Date, Seller shall provide Purchaser with a
      copy
      of its existing ALTA Survey of the Real Property (the *“Survey”* ).





3.3  Other
      Documents and Materials .
      Seller
      shall provide copies to, or make available for inspection by, Purchaser such
      non-proprietary, non-privileged, documents and materials relating to the Assets
      as Purchaser may reasonably request, to the extent the same are in Seller's
      possession or control or are in the possession or control of Seller’s agents.





3.4  Inspection .





(a)  Title
      Commitment .
      Purchaser shall have five days following its receipt of the Title Commitment
      and
      the Survey within which to give Seller written notice ( *“Purchaser’s
      Disapproval Notice”* )
      of
      Purchaser’s disapproval of any exceptions to title shown in the Title Commitment
      or Survey or any other matters effecting title to the Real Property
      ( *“Title
      Exceptions”* ).
      The
      failure of Purchaser to give Purchaser’s Title Disapproval Notice within such
      period shall be deemed to constitute Purchaser’s approval of all of the Title
      Exceptions. In the event of Purchaser’s disapproval of any of the Title
      Exceptions as set forth above, Seller shall have five days after Seller’s
      receipt of Purchaser’s Disapproval Notice during which to determine and give
      Purchaser written notice ( *“Seller’s
      Cure Notice”* )
      of any
      disapproved Title Exceptions which Seller elects, in its sole discretion, to
      eliminate as exceptions to title to the Real Property. The failure of Seller
      to
      give Seller’s Cure Notice within the period described above shall be deemed to
      constitute Seller’s election not to cure any of the matters described in the
      Purchaser’s Disapproval Notice. Prior to the Closing, Seller shall eliminate, at
      its sole cost and expense, all Title Exceptions set forth in Seller’s Cure
      Notice from the Title Policy and as exceptions to title to the Real Property.
      If
      acceptable to Purchaser, Seller’s elimination of such title matters may be
      accomplished by Seller’s obtaining, at its expense, title insurance protection
      for Purchaser against such exception, the form of which shall be reasonably
      satisfactory to Purchaser. If Seller’s Cure Notice does not include all Title
      Exceptions disapproved by Purchaser in Purchaser’s Disapproval Notice, or if
      Seller fails to deliver Seller’s Cure Notice, Purchaser shall have the right to
      terminate this Agreement in accordance with the terms of **Section
      3.5** or
      acquire the Real Property subject to the disapproved Title Exceptions not
      included within Seller’s Cure Notice. If Purchaser elects to proceed with the
      purchase of the Real Property pursuant to **Section
      3.5** ,
      then
      the Title Exceptions and the matters described in **Article
      VI** and
      Permitted Subsequent Exceptions (defined below), but excluding (i) those Title
      Exceptions to be deleted pursuant to the Seller’s Cure Notice, (ii) any
      delinquent taxes or assessments, and (iii) any liens, encumbrances or security
      interests securing payment of any monetary lien created by or against Seller
      or
      the Real Property, shall be the *“Permitted
      Exceptions”* hereunder. A *“Permitted
      Subsequent Exception”* shall
      mean any encumbrance, encroachment, defect in title, or other matter which
      does
      not adversely interfere with the operation of a hotel on the Real Property
      (as
      determined in Purchaser’s reasonable discretion) and which is not otherwise a
      Permitted Exception, and (A) of which Purchaser and Seller are notified by
      the
      Title Company prior to the Closing (by endorsement to the Title Commitment
      or
      otherwise); or (B) which is discovered by Purchaser, and of which Purchaser
      notifies Seller, prior to the Closing.


5





(b)  Inspection .
      Purchaser shall have until 5:00 p.m. (Denver, Colorado time) the 45 th day
      following the Execution Date (the *“Inspection
      Period”* )
      to
      investigate and evaluate all aspects of the Assets. During the Inspection
      Period, Purchaser and its representatives may investigate and evaluate all
      physical aspects of the Assets, including, without limitation, the right to
      have
      made, at Purchaser's expense, any studies or inspections of the Real Property
      as
      Purchaser may deem necessary or appropriate. Seller shall reasonably cooperate
      (at Purchaser’s expense) with any such investigations, inspections, or studies
      made by or at Purchaser's direction. Seller shall grant Purchaser access to
      the
      Real Property and the right to make all such engineering studies, environmental
      and other investigations of all physical aspects of the Assets as Purchaser
      may
      determine. The foregoing notwithstanding, Purchaser’s right to access to the
      Assets shall be subject to uninterrupted privacy by guests at Pinnacle Lodge,
      which shall limit access to rooms and other facilities on the Real Property.
      Purchaser shall repair any damage to the Assets caused by its inspections and
      testing. Such entry shall be at the sole risk of Purchaser and Purchaser's
      representatives. Purchaser shall pay all costs associated with such
      investigation, inspection and testing, and shall keep the Assets and Seller's
      property free and clear of any claims of lien connected therewith. Purchaser
      shall indemnify, hold harmless and protect Seller, and defend Seller with
      counsel reasonably acceptable to Seller, for, from and against all liability,
      claims, demands, damages, expenses, obligations, causes of action, judgments,
      losses, costs and expenses (including, without limitation, reasonable attorneys’
fees, all fines, charges, penalties and consultants’ fees, and all cleanup,
      repair, detoxification, removal, remedial, response and abatement costs),
      (collectively, *“Inspection
      Claims”* )
      of any
      kind whatsoever arising from or connected with such site investigation,
      inspection and testing. Notwithstanding any provision of this Agreement which
      may indicate to the contrary, the obligations of Purchaser pursuant to this **subsection
      3.4(b)** shall
      survive Closing or termination of this Agreement for any reason, and shall
      be
      deemed a *“Surviving
      Obligation”* for all
      purposes of this Agreement.





3.5  Termination;
      Deposit .
      If, on
      or before the expiration of the Inspection Period, (i) Purchaser determines,
      in
      its sole and absolute discretion, that the Assets are not suitable for
      Purchaser's intended use and notifies Seller in writing of Purchaser's election
      to terminate this Agreement, or (ii) Purchaser **** fails
      to
      timely pay the Deposit into the Title Company escrow or causes the delay of
      the
      payment of the Deposit to Seller from the escrow pursuant to **subsection
      2.2(a)** ,
      then
      this Agreement shall terminate, the Title Company shall return those portions
      of
      the Deposit which were not paid to Seller (or required by **subsection
      2.2(a)** to be
      paid to Seller) to Purchaser, and Purchaser and Seller shall be relieved from
      any further liability hereunder, except for the Surviving Obligations, which
      shall survive in any event. If neither of the occurrences set forth in **clauses
      (i) or (ii)** occur,
      then this Agreement shall remain in full force and effect and Purchaser shall
      be
      deemed to have approved the results of all of its inspections.


6





**ARTICLE
      IV**


Title





4.1  Status
      of Title .
      At
      Closing hereunder, Seller shall convey to Purchaser fee simple title to the
      Real
      Property, subject only to the Permitted Exceptions, and title to the Personal
      Property. Seller shall not, after the Execution Date, sell, convey, mortgage,
      deed in trust, lease, grant easements affecting or otherwise encumber or convey
      the Assets other than in the ordinary course of business, excepting, however,
      (a) the Permitted Exceptions, and (b) such other title exceptions as are
      specifically permitted under this Agreement and/or those which have been
      specifically approved in writing by Purchaser, which approval shall not be
      unreasonably withheld or delayed.





4.2  Issuance
      of Title Policy .
      At each
      Closing, Seller shall pay the premium for and cause the Title Company to issue
      to Purchaser, or unconditionally commit to issue to Purchaser after Closing,
      an
      ALTA owner's policy of title insurance consistent with the Title Commitment,
      insuring fee simple title to the Real Property in Purchaser in the amount of
      the
      Purchase Price, subject only to the Permitted Exceptions (the *“Title
      Policy”* ).
      Purchaser shall pay any title insurance premium for endorsements to the Title
      Policy requested by Purchaser.




**ARTICLE
      V**


Representations
      and Warranties





5.1  Seller's
      Representations and Warranties .
      Seller
      represents and warrants to Purchaser as follows. For purposes of this **Article
      V** ,
      the
      phrase **** *“to
      Seller's knowledge”* or like
      terms shall mean to the best actual knowledge of Mr. Brian Fitzpatrick, the
      general manager of the Pinnacle Lodge, without investigation or inquiry or
      any
      duty to investigate or inquire. The representations and warranties made by
      Seller in this **Article
      V** shall
      be
      true and correct on and as of the Closing Date with the same force and effect
      as
      though such representations and warranties had been made on and as of the
      Closing Date.





(a)  Authority .
      Seller
      is a limited partnership duly organized and validly existing under the laws
      of
      the State of Florida and has the full right, power and authority to enter into
      this Agreement and consummate the transactions contemplated by this Agreement.
      The person signing this Agreement and all other instruments to which Seller
      is a
      party on behalf of Seller is authorized to do so.





(b)  No
      Actions .
      To the
      best of Seller’s knowledge, Seller has received no written notice of any
      actions, suits or proceedings, pending or threatened, before any judicial body
      or any governmental or quasi-governmental authority, against or affecting the
      Assets that adversely affect the Seller’s ability to consummate the transactions
      contemplated by this Agreement.


7





(c)  No
      Violations of Contracts or Agreements; No Approval .
      Seller’s execution, delivery and performance under this Agreement will not
      violate any provision of any contract or agreement to which Seller is a party
      or
      by which Seller is bound. No approval or consent not previously obtained by
      any
      person or entity is necessary in connection with the execution of this Agreement
      by Seller or the performance of Seller’s obligations under this
      Agreement.





(d)  No
      Violation of Court Orders .
      To
      Seller’s knowledge, the execution and delivery of this Agreement will not
      violate any order or demand of any court, regulatory agency or other tribunal
      or
      any certificate, license, law or regulation to which Seller is
      subject.





(e)  Title
      to Assets .
      Seller
      has title to all of the Assets, free and clear of all claims and encumbrances
      arising by, through or under Seller, other than (A) any liens for taxes not
      yet
      due and payable or being contested in good faith by appropriate proceedings,
      and
      (B) such imperfections of title, easements, liens, pledges, charges and
      encumbrances, if any, as do not materially detract from the value or interfere
      with the present use of any of the Assets.





(f)  Physical
      Condition of Improvements .
      To the
      best of Seller’s knowledge, there are no material defects in the construction of
      the Improvements that have caused Seller to fail to operate the hotel building
      in a commercially reasonable manner. For purposes of this **subsection
      5.1(f)** ,
      a *“material
      defect”* shall
      mean a defect that would cost more than $100,000.00 to correct, and shall not
      include the aesthetic or other subjective quality of the design of the hotel
      building or any system, element or component thereof.





(g)  All
      Assets Covered .
      The
      Assets to be conveyed to Purchaser by Seller pursuant to this Agreement comprise
      all of the assets and properties of Seller that are used in the operation of
      Pinnacle Lodge in the ordinary course of business and consistent with Seller’s
      current practice, except for any cash utilized in said business or the items
      described in the last sentence of **Section
      1.12** .
      In the
      event that either Seller or Purchaser discovers after Closing any material
      item
      theretofore used in connection with the operation of Pinnacle Lodge has not
      been
      conveyed to Purchaser at Closing, the Seller shall, immediately upon demand
      by
      Purchaser, convey such item to Purchaser for no additional
      consideration.




8


5.2  As
      Is;
      No Other Representations or Warranties by Seller .
      Purchaser represents that it is sophisticated and experienced in the acquisition
      of property similar to the Assets, and Purchaser will have an adequate
      opportunity to inspect, examine and evaluate the Assets. In purchasing the
      Assets, Purchaser shall rely solely on the results of its inspections,
      examinations and evaluations and not on any representation or warranty made
      by
      Seller, except as set forth in **Section
      5.1** .
      Purchaser shall acquire the Assets in an “as is” and “where is” condition, with
      all faults, whether known or unknown. Purchaser acknowledges that any
      information of any type which Purchaser has received or may receive from Seller
      or Seller’s agents, including, without limitation, the materials described
      in **Article III** and any
      environmental site assessment, is furnished on the express condition that
      Purchaser shall make an independent verification of the accuracy of such
      information, all such information being furnished without any representation
      or
      warranty whatsoever. Purchaser acknowledges that it shall have the opportunity
      to inspect the Assets, to observe their physical characteristics and existing
      conditions and having the opportunity to conduct such investigations and studies
      on and off the Real Property as it deems necessary. Purchaser hereby waives
      any
      and all objections to, complaints about, or claims regarding any Environmental
      Law, the physical characteristics and existing conditions, including, without
      limitation, subsurface soil and water conditions and Hazardous Substances on,
      under or adjacent to the Real Property. Purchaser further hereby assumes the
      risk of changes in applicable laws and regulations relating to past, present
      and
      future environmental conditions on the Real Property and the risk that adverse
      physical characteristics and conditions, including, without limitation, the
      presence of Hazardous Substances or other contaminants, may not have been
      revealed by its investigation. For purposes of this Agreement, *“Environmental
      Law”* shall
      mean any federal, state or local statute, law, rule, regulation, ordinance,
      code, policy or rule of common law now or hereafter in effect and in each case
      as amended, and any judicial or administrative order, consent decree or
      judgment, relating to the environment, health, safety or Hazardous Substances,
      including without limitation the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et  seq .;
      the
      Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et  seq .;
      the
      Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et  seq .;
      the
      Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et  seq .;
      the
      Toxic Substances Control Act, 15 U.S.C. § 2601 et  seq .;
      the
      Clean Air Act, 42 U.S.C. § 7401 et  seq .;
      and
      the Safe Drinking Water Act, 42 U.S.C. §3808 et  seq . *“Hazardous
      Substances”* shall
      mean (a) any chemicals, materials or substances defined as or included in the
      definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“extremely hazardous wastes,” “restricted hazardous wastes,” “toxic pollutants,”
“contaminants” or “pollutants,” or words of similar import, under any applicable
      Environmental Law; and (b) any other chemical, material or substance, exposure
      to which is prohibited, limited or regulated by any governmental authority.





5.3  Purchaser’s
      Representations and Warranties .
      Purchaser represents and warrants to Seller as follows. For purposes of this **Article
      V** ,
      the
      phrase *“to
      Purchaser’s knowledge”* or like
      terms, shall mean to the best actual knowledge of Robert E. Mead, chief
      executive officer of Purchaser, without investigation or inquiry or any duty
      to
      investigate or inquire. The representations and warranties made by Purchaser
      in
      this **Article
      V** shall be
      true and correct on and as of each Closing Date with the same force and effect
      as though such representations and warranties had been made on and as of each
      Closing Date.


9





(a)  Authority .
      Purchaser is a corporation, duly organized, validly existing and in good
      standing under the laws of the State of Texas and is qualified to do business
      in
      Colorado. Purchaser has the full right, power and authority to enter into this
      Agreement and consummate the transactions contemplated by this Agreement. The
      persons signing this Agreement and all other instruments to which Purchaser
      is a
      party on behalf of Purchaser are authorized to do so.





(b)  No
      Actions .
      To the
      best of Purchaser’s knowledge, Purchaser has received no written notice of any
      pending actions, suits, proceedings, or litigation and, to Purchaser’s
      knowledge, there are no threatened (and unresolved) or contemplated actions,
      suits, proceedings, litigation or claims, with respect to or affecting the
      ability of the Purchaser to consummate the transactions contemplated by this
      Agreement.





(c)  No
      Violations of Contracts or Agreements; No Approval .
      Purchaser's execution, delivery and performance under this Agreement will not
      violate any provision of any contract or agreement to which Purchaser is a
      party
      or by which Purchaser is bound. No approval or consent not previously obtained
      by any person or entity is necessary in connection with the execution of this
      Agreement by Purchaser or the performance of Purchaser’s obligations under this
      Agreement.





(d)  No
      Violation of Court Orders .
      To
      Purchaser's knowledge, the execution and delivery of this Agreement will not
      violate any order or demand of any court, regulatory agency or other tribunal
      or
      any certificate, license, law or regulation to which Purchaser is
      subject.




10


**ARTICLE
      VI**


Operation
      of the Property





Until
      the
      earlier of the Closing or the termination of this Agreement, Seller shall
      continue to operate and maintain the Assets in substantially the manner in
      which
      they were operated and maintained on the Execution Date. Consumable inventories
      and supplies will be procured and maintained in substantially the same levels
      as
      in the past and all services with respect to the Assets will be provided in
      order to operate the Assets. All closed and unopened containers, boxes or
      bottles of consumable inventory, including liquor, maintained as part of the
      Assets shall be sold to Purchaser at Closing at Seller’s cost thereof. All
      opened bottles, boxes or containers as well as all remaining operating supplies
      and materials shall be transferred to Purchaser as part of the Purchase Price.
      From and after expiration of the Inspection Period, Seller shall not enter
      into
      or accept advance reservations for any time period following the Closing Date
      without the prior consent (which may be by telephone or by email) of Purchaser,
      unless such reservations are based on rates previously approved in writing
      by
      Purchaser. If Seller requests such consent (which request may be by telephone
      or
      by email) from Purchaser and Purchaser fails to respond within 24 hours of
      such
      request, then Purchaser shall be deemed to have approved such
      request.





**ARTICLE
      VII**


Obligations
      to Close





7.1  Title
      Policy .
      Purchaser shall not be obligated to undertake the Closing unless, on the Closing
      Date, the Title Company shall issue (or unconditionally commit to issue) the
      Title Policy for the Real Property, subject only to the Permitted Exceptions.





7.2  Casualty
      and Condemnation .
      If (a)
      all or any part of the Real Property shall be damaged by casualty prior to
      Closing, or (b) all or any part of the Real Property shall be the subject of
      any
      action to acquire, or shall previously have been acquired, by authority of
      any
      governmental agency in the exercise of its power of eminent domain or by private
      purchase in lieu thereof, then, in either such case, Purchaser may elect, at
      its
      sole option, either to (i) terminate this Agreement and recover the Deposit,
      in
      which case both Seller and Purchaser shall be released from further
      responsibility hereunder, except the Surviving Obligations, which shall survive
      in any event, or (ii) waive its right to terminate this Agreement, in which
      case
      Seller shall pay to Purchaser at Closing all insurance or condemnation proceeds
      received or assigned to Purchaser, or all of Seller's right to receive the
      proceeds, if any, payable as a result of such casualty damage or condemnation
      action or proceeding, and acceptance of any proceeds and settlement of any
      claims shall be subject to Purchaser's prior written approval.





7.3  Accuracy
      of Representations .
      Purchaser shall not be obligated to undertake the Closing unless the
      representations and warranties made by Seller in **Article
      V** shall be
      true and correct in all material respects on and as of the Closing
      Date.





7.4  No
      Material Change .
      Purchaser shall not be obligated to undertake the Closing if any material or
      substantial change shall have occurred with respect to the Real Property and/or
      Improvements which would in any way affect the findings made in the inspection
      of the Real Property and Improvements described in **subsection
      3.4(b)** .




11


**ARTICLE
      VIII**


Closing





8.1  Time
      of Closing .
      Provided that all conditions to Closing have been satisfied or waived, the
      closing of the purchase and sale of the Assets (the *“Closing”* )
      shall
      take place on the 15 th day
      following expiration or Purchaser’s earlier termination of the Inspection Period
      (the *“Closing
      Date”* ),
      at
      10:00 a.m. in the offices of Seller’s counsel. At the option of either Party,
      Closing documents may be executed in advance and deposited with the Title
      Company so as to avoid the necessity for a Closing at which all Parties must
      be
      present. Purchaser shall have the right to obtain one 30-day extension of the
      Closing Date by delivering to Seller, prior to the tenth (10 th )
      day
      before the Closing Date, a non-refundable extension fee in the amount of
      $25,000,00 (“ *Extension
      Fee* ”).
      The
      Extension Fee shall be paid directly to Seller, shall **not** be
      subject to any escrow, and shall not be
      applied to the Purchase Price at Closing. If Purchaser exercises this right,
      then the Closing Date shall be extended by 30 days. The Extension Fee shall
      be
      Seller’s sole property, shall be in addition to the Purchase Price, and shall be
      non-refundable to Purchaser under any circumstances.





8.2  Deliveries .
      At the
      Closing the following shall occur:





(a)  Purchaser’s
      Deliveries .
      Purchaser shall pay to Seller the Purchase Price as provided in **subsection
      2.2(a)** ,
      subject
      to the adjustments described in **Section
      8.3** ,
      and
      Purchaser shall deliver to Seller (A) a Real Property Transfer Declaration
      as
      required by Colorado Revised Statutes Section 39-14-102; (B) settlement
      statements reflecting the adjustments described in **Section
      8.3** ;
      and (C)
      all other instruments and documents as may be reasonably necessary (in forms
      and
      on terms and conditions reasonably satisfactory to Purchaser and Seller) in
      order to complete the transactions herein provided and to carry out the intent
      and purposes of this Agreement. Purchaser shall promptly record the deed of
      conveyance and any other applicable Closing documents upon confirmation of
      clearance of all funds.





(b)  Seller’s
      Deliveries .
      Seller
      shall execute and deliver to Purchaser (A) a duly executed and acknowledged
      special warranty deed conveying to Purchaser fee simple title to the Real
      Property, subject only to the Permitted Exceptions; (B) a duly executed and
      acknowledged Bill of Sale in the form attached hereto as **EXHIBIT
      A** ,
      conveying to Purchaser the Personal Property; (C) the original title certificate
      for the Vehicle, endorsed by Seller as required by Colorado law to convey the
      Vehicle to Purchaser; (D) an affidavit that evidences that Seller is exempt
      from
      the withholding requirements of Section 1445 of the Internal Revenue Code and
      under Colorado Statutes; (E) settlements statements reflecting the adjustments
      described in **Section
      8.3** ;
      and (F)
      any and all conveyances, assignments and all other instruments and documents
      as
      may be reasonably necessary (in forms and on terms and conditions reasonably
      satisfactory to Purchaser and Seller) in order to complete the transaction
      herein provided and to carry out the intent and purposes of this Agreement.




12


(c)  Service
      Contracts; Utilities .
      Purchaser shall assume all service contract which expire by their terms within
      one year following the Closing Date, including service contracts for SVI (Direct
      TV, Pay Per View and wireless support), Comcast DSL, Thyssenkrupp (elevator
      maintenance), juice machine and coffee dispenser; Eco Lab laundry products;
      Acme
      Fire Alarm; Waffle Machines. Seller shall terminate all other operation and
      service contracts, insurance policies, utility services and employees as of
      the
      Closing Date (utility services may be transferred rather than terminated if
      that
      procedure is recommended by the utility supplier, so long as no liability is
      created for or remains in Seller); it shall be Purchaser’s sole responsibility
      to contact and continue those employees and services that it desires to have
      in
      effect after the Cut-Off Time. With respect to all utilities, including but
      not
      limited to electricity, natural gas, water, sewer, cable television and
      pay-per-view television, to the extent the utilities are metered, Seller shall
      have the meters read as of the Cut-Off Time and the costs of same shall be
      paid
      by Seller at Closing without the requirement of proration. All utility charges
      that are not metered or for which meters cannot be read on the Cut-Off Time
      shall be prorated to the Cut-Off Time, based upon the prior bill. Seller shall
      be reimbursed for all security deposits placed which all utilities as set forth
      herein.





(d)  Possession .
      Possession of the Assets shall be delivered to Purchaser in the same condition
      as on the Execution Date, excepting only normal wear and tear and as otherwise
      specified hereunder, subject to the Permitted Exceptions and the occupancy
      and
      other rights of guests of Pinnacle Lodge.





(e)  Title
      Policy .
      The
      Title Company shall issue the Title Policy for the Real Property, or its
      unconditional commitment to issue such Title Policy, to Purchaser.





8.3  Closing
      Adjustments .
      The
      cash due at Closing shall be subject to adjustment on the Closing Date in
      accordance with the following provisions. For the purposes of prorations to
      the
      Closing, Purchaser shall be deemed to own the Assets on 12:01 a.m. on the day
      following the Closing Date ( the *“Cut-off
      Time”* ).





(a)  Taxes .
      The
      real property taxes for 2006 attributable to the Real Property shall be prorated
      to the Cut-Off Time based on the most recent assessed valuations and mill levy
      available, which proration shall be deemed a final settlement between the
      Parties. Personal property taxes for 2006 which are payable with respect to
      the
      Personal Property shall be prorated to the Cut-Off Time, and Purchaser shall
      receive a credit against the Purchase Price for the period from January 1,
      2006,
      through the Closing Date. Such proration shall be based upon all personal
      property taxes paid by Seller with respect to the Personal Property for 2005.
      Such proration shall be deemed a final settlement between the parties. All
      installments of certified, confirmed and ratified special assessment liens
      due
      and payable as of the Closing Date shall be paid by Seller and all installments
      of certified, confirmed and ratified special assessment liens due and payable
      after the Closing Date shall be assumed by Purchaser.


13





(b)  Revenues;
      Expenses .
      Room
      rentals and operating expenses shall belong to and be the obligation of Seller
      through the Closing Date. All deposits previously received by Seller from guests
      or others as security or in connection with services to be rendered after the
      Cut-Off Time shall be credited to Purchaser at Closing. All room and other
      revenues related to guests in residence and who have not checked out of the
      Cut-off Time shall be credited to Seller at Closing. Seller shall retain all
      accounts receivable and cash generated in connection with Seller’s operation of
      the Assets prior to the Cut-Off Date. Any of Seller’s receivables received by
      Purchaser shall be remitted to Seller when collected.





(c)  Closing
      Costs .
      Seller
      shall pay the premium for the Title Policy as described in **Section
      4.2** ,
      the
      cost of recording any instruments required to discharge any liens or
      encumbrances against the Assets and Seller's customary (in Colorado) closing
      costs. Purchaser shall pay its portion of the premium for the Title Policy
      as
      described in **Section
      4.2** and
      shall pay for recording Seller's deed, the state documentary fee, any and all
      sales, use or transfer taxes attributable to this transaction and Purchaser's
      other customary closing costs. Purchaser and Seller shall equally split the
      cost
      of the Title Company's closing services. Seller and Purchaser shall each be
      responsible for the fees and expenses of their respective
      attorneys.




**ARTICLE
      IX**


Default
      and Remedies





9.1  Breach
      by Seller .
      Time is
      of the essence of Seller's obligations hereunder. If Seller is in default of
      its
      obligations hereunder which are required to be performed at or prior to the
      Closing, Purchaser, at Purchaser's option, shall be entitled to terminate this
      Agreement by written notice to Seller and Title Company, whereupon Title Company
      and Seller shall promptly pay or return the Deposit to Purchaser and both
      Parties shall be discharged from all duties and performance hereunder, except
      for the Surviving Obligations, which shall survive in any event. In the
      alternative, Purchaser shall be entitled to specific performance or damages
      (to
      the extent permitted below). Purchaser’s right to any award of damages as a
      result of Seller’s breach of this Agreement shall be limited to (a) the amount
      of Purchaser’s reasonable and actual out-of-pocket expenses incurred in its
      investigation of the Property pursuant to **Article
      III** ,
      and (b)
      the amount of the Deposit. Except as set forth in the previous sentence,
      Purchaser waives any right or action for damages against Seller. The foregoing
      shall be the sole remedies of Purchaser.


14





9.2  Breach
      by Purchaser .





(a)  Acquisition
      Default by Purchaser .
      Time is
      of the essence hereof, and if Purchaser shall fail to Close as provided in
      this
      Agreement (an **** *“Acquisition
      Default”* ),
      then
      this Agreement and Purchaser's right to purchase the Assets shall be null and
      void and of no further force and effect (except for the Surviving Obligations).
      Thereupon (i) Purchaser shall forfeit to Seller the Deposit and all other
      payments made pursuant to this Agreement, all of which shall be paid immediately
      to Seller; and (ii) Purchaser shall deliver to Seller originals or copies of
      surveys, plans, studies and other non-proprietary materials generated by
      Purchaser concerning the Assets. The Parties agree that the foregoing is a
      fair
      and reasonable estimate of the total detriment that Seller would suffer in
      the
      event of Purchaser’s Acquisition Default hereunder.





(b)  Other
      Default by Purchaser .
      In the
      event of a default by Purchaser other than an Acquisition Default, including
      Purchaser’s failure to make a payment or failure to fulfill any other agreement
      made, tendered or to be performed by Purchaser as required in this Agreement
      or
      any other default hereunder, Seller shall be entitled to: (i) terminate this
      Agreement and receive payment of and retain the Deposit and all other payments
      made pursuant to this Agreement as liquidated damages, whereupon both Parties
      shall be discharged from all duties and performance hereunder; or
      (ii) treat this Agreement as being in full force and effect and seek
      specific performance and damages (but only as to such non-Acquisition
      Default).




15


**ARTICLE
      X**


General
      Provisions





10.1  Brokers .
      Purchaser and Seller acknowledge that Steven Rozell, a licensed Colorado real
      estate broker ( *“Broker”* )
      will be
      paid a commission at Closing pursuant to a separate agreement. Purchaser and
      Seller shall each pay one-half of such commission. Purchaser and Seller each
      represent and warrant to the other that its contact with the other has been
      made
      without the assistance of any broker or other third party other than Broker.
      Except as set forth above, each Party (the *“Indemnifying
      Party”* )
      shall
      save and hold the other Party free, clear and harmless from any claim, cost
      or
      expense, including reasonable attorneys' fees, for or in connection with any
      claims for commissions or compensation arising through the Indemnifying Party
      or
      asserted in connection with the transaction contemplated herein as a result
      of
      agreements alleged to have been made with the Indemnifying Party. The foregoing
      obligations shall survive Closing or termination of this Agreement for any
      reason and shall be deemed a *“Surviving
      Obligation”* for all
      purposes of this Agreement.





10.2  Further
      Assurances .
      Purchaser and Seller shall execute and deliver such documents, writings and
      further assurances as may be necessary or desirable to carry out the intent
      and
      purpose of this Agreement.





10.3  Entire
      Agreement .
      No
      change or modification of this Agreement shall be valid unless the same is
      in
      writing and signed by both parties hereto. No waiver of any of the provisions
      of
      this Agreement shall be valid unless in writing and signed by the party against
      whom it is sought to be enforced. This Agreement and the agreements and
      documents contemplated herein contain the entire agreement between the parties
      relating to the purchase and sale of the Assets.





10.4  Survival .
      All of
      the Parties' representations, warranties, covenants and agreements hereunder,
      to
      the extent not fully performed or discharged by or through each Closing, shall
      be deemed not merged into any instrument delivered at such Closing and shall
      remain fully enforceable only for a period of two years after such Closing.





10.5  Dates .
      If any
      date set forth in this Agreement for the delivery of any document or the
      happening of any event (such as, for example, the expiration of the Inspection
      Period or the Closing Date) should, under the terms hereof, fall on a weekend
      or
      holiday, then such date shall be automatically extended to the next succeeding
      weekday that is not a holiday.





10.6  Governing
      Law .
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Colorado.





10.7  Notices .
      Any
      notice required or permitted to be sent pursuant to this Agreement shall be
      in
      writing and shall be deemed received (a) when personally delivered, or (b)
      upon
      receipt or refusal to accept delivery (i) after having been deposited in a
      U.S.
      Postal Service depository and sent by registered or certified mail, return
      receipt requested, with all required postage prepaid, or (ii) following posting
      of the same with Fed Ex or other nationally recognized overnight courier, and
      addressed as follows, or (c) upon confirmed facsimile to the number specified
      below, provided that a copy of the facsimile receipt shall be maintained by
      the
      sender.




16





If
                to Purchaser:
            Silverleaf
                Resorts, Inc
              1221
                River Bend Dr. #120
              Dallas,
                Texas 75247
              Facsimile:
                214.905.0514
              Email:
                rmead@silverleafresorts.comwith
                a copy to:
            George
                R. Bedell, Esq.
              Meadows,
                Owens, Collier, Reed, Cousins & Blau, L.L.P.
              901
                Main Street, Suite 3700
              Dallas,
                Texas 75202
              Facsimile:
                214.747.3732
              Email:
                gbedell@meadowsowens.comIf
                to Seller:
            Mr.
                Brian Fitzpatrick
              The
                Pinnacle Lodge at Winterpark
              108
                Zerex Street
              PO
                Box 1707
              Fraser,
                Colorado 80442-1202
              Facsimile:
                970.722.7632
              Email:
                pinnaclelodge@aol.comwith
                a copy to:
            Matthew
                D. Gordon, Esq.
              Laff
                Campbell Tucker Delaney & Gordon, LLP
              7730
                East Belleview Avenue, Suite A204
              Greenwood
                Village, Colorado 80111-2616
              Facsimile:
                303.740.7300
              Email:
                mgordon@lafflaw.comIf
                to Title Company:
            Chicago
                Title Insurance Company
              4032
                McDermott Road, Suite 100-A
              Plano,
                Texas 75024
              Attn:
                Lois McGrew
              Facsimile:
                972.265.8177
              Email:
                lois.mcgrew@ctt.com





Any
      address fixed pursuant to the foregoing may be changed by the addressee by
      notice given pursuant to this **Section
      10.7** .





10.8  Headings .
      The
      section headings which appear in some of the sections of this Agreement are
      for
      purposes of convenience and reference and are not in any sense to be construed
      as modifying the sections in which they appear.





10.9  Assignment .
      Purchaser shall have the right to nominate who shall take title and who shall
      succeed to Purchaser’s duties and obligations hereunder, or assign this
      Agreement to any person, firm, corporation, or other entity which Purchaser
      may,
      at Purchaser’s sole option, choose, and from and after such nomination or
      assignment, wherever in this Agreement reference is made to Purchaser, such
      reference shall mean the nominee or assignee who shall succeed to all rights,
      duties, and obligations of Purchaser hereunder. The foregoing notwithstanding,
      no assignment by Purchaser or appointment of a nominee shall (a) be effective
      until and unless such assignee or nominee assumes the obligations of Purchaser
      under this Agreement; or (b) relieve Purchaser from any liability under this
      Agreement.


17





10.10  Successors
      and Assigns .
      Subject
      to **Section
      10.9** ,
      this
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors and assigns.





10.11  Counterparts;
      Facsimile .
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. The parties agree that a facsimile transmittal of this Contract
      shall be considered as an originally executed document and shall be binding
      upon
      the parties hereto.





10.12  Recording .
      Purchaser shall not record this Agreement nor any memorandum of this Agreement
      in the records of the Clerk and Recorder of Grand County, Colorado.





10.13  Mutual
      Indemnification .
      Seller
      agrees to indemnify and hold Purchaser harmless of and from any and all
      liabilities, claims, demands, suites, and judgments, of any kind, or nature
      (except those items which under this terms of this Agreement specifically become
      the obligation of Purchaser), brought by third parties and based on events
      occurring on or before the Closing Date and which are directly related to the
      ownership, maintenance, or operation of Pinnacle Lodge, and all expenses related
      thereto, including, but not limited to, court costs and attorneys’
fees.





Purchaser
      agrees to indemnify and hold Seller harmless of and from any and all
      liabilities, claims, demands, suits, and judgments, of any kind or nature,
      brought by third parties and based on events occurring subsequent to the Closing
      Date and which are in any way related to the ownership, maintenance or operation
      of Pinnacle Lodge, and all expenses related thereto, including, but not limited
      to, court costs and attorneys’ fees.





10.14  Legal
      Fees .
      In the
      event of the bringing of any action or suit by either Party against the other
      Party by reason of any breach of any of the covenants, conditions, agreements
      or
      provisions on the part of the other Party arising out of this Agreement, the
      Party in whose favor final judgment shall be entered shall be have and recover
      of and from the other Party all costs and expenses of suit, including reasonable
      attorneys’ fees.





10.15  Not
      An
      Offer .
      This
      Agreement shall be deemed a contract only when fully executed by Purchaser
      and
      Seller and does not constitute an offer to purchase or sell by either such
      party.





10.16  Incorporation
      of Recitals and Exhibits .
      The
      Recitals set forth above and the exhibits attached to this Agreement are
      incorporated into this Agreement by this reference.





10.17  Confidentiality .
      Purchaser and Seller agree that this Agreement shall remain strictly
      confidential and that no press or other publicity release or communication
      to
      the general public in connection with the purchase and sale of the Assets will
      be issued prior to Closing without the other party's prior written approval.
      All
      information, studies and reports relating to the Assets whether obtained by
      Purchaser either by observations and examination of Purchaser's agents or
      disclosed to Purchaser or Purchaser's agents by Seller, shall remain strictly
      confidential and shall not be disclosed to anyone other than Purchaser,
      Purchaser's agents or Purchaser's prospective investors or lenders, if any,
      directly involved with the purchase of the Assets and shall be used by Purchaser
      solely to evaluate the purchase of the Assets or to arrange financing, if any,
      in connection therewith. If this Agreement is terminated for any reason,
      Purchaser shall promptly return to Seller all information obtained from
      Purchaser and shall provide Seller with copies of all information, studies
      and
      reports obtained by Purchaser with respect to the Assets. The provisions of
      this
**Section
      10.17**shall be
      a Surviving Obligation.


18




10.18  1031
      Exchange .
      Either
      Seller or Purchaser (as appropriate, the *“Exchanging
      Party”* )
      shall
      have the option to consummate the sale of the Assets as part of a so-called
      like
      kind or tax deferred exchange (the *“Exchange”* )
      pursuant to §1031 of the Internal Revenue Code of 1986, as amended (the *“Code”* ),
      provided that: (a) the Closing shall not be delayed or affected by reasons
      of
      the Exchange to the detriment of the non-assigning party, nor shall the
      consummation or accomplishment of the Exchange be a condition precedent or
      condition subsequent to the Exchanging Party’s obligations under this Agreement;
      (b) the Exchange shall be effected through an assignment of this Agreement
      or
      the Exchanging Party’s rights under this Agreement, to a qualified intermediary,
      provided that such assignment shall not release the Exchanging Party of its
      obligations hereunder; and (c) the non-assigning party shall not be required
      to
      take an assignment of the purchase agreement for other property or be required
      to acquire or hold title to any real property for purposes of consummating
      the
      Exchange, and (d) there shall be no additional cost to the non-assigning party.
      The Exchanging Party shall indemnify the non-assigning party against all costs
      and liabilities incurred in cooperating with the Exchanging Party in satisfying
      the requirements of the Code. The non-assigning party shall have no
      responsibility to the Exchanging Party for the tax effects of any such Exchange.
      This provision shall survive Closing.




**REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK**


19




IN
      WITNESS WHEREOF, the parties have executed this Agreement which shall be
      effective as of the Execution Date.




SELLER:**THE
                FITZPATRICK FAMILY LIMITED PARTNERSHIP**,
                a
                Florida limited partnershipBy:
            Rocky
                Mountain High Hospitality, LLC, a Florida limited liability
                company, general partnerBy:
            /S/
                BERNARD FITZPATRICKBernard
              Fitzpatrick, ManagerDate:
            2-3-06  PURCHASER:**SILVERLEAF
                  RESORTS, INC.**,
                  a
                  Texas  corporationBy:
              /S/
                  HARRY J. WHITE, JR.Name:
              Harry J. White, Jr.Its:
              Chief Financial OfficerDate:
              2-2-06




BY
      SIGNING THIS AGREEMENT, TITLE COMPANY ACKNOWLEDGES AND AGREES TO PERFORM ITS
      INSTRUCTIONS AS SET FORTH IN **** THIS
      AGREEMENT.




TITLE
              COMPANY:**CHICAGO TITLE INSURANCE
              COMPANY**By:Title:Date:




20




Exhibits
      attached to the Agremeent and not filed herewith:




Ex.
      A -
      Bill of Sale


21


**EXHIBIT
      A**





**FORM
      OF BILL OF SALE**





**BILL
      OF SALE**





**KNOW
      ALL MEN BY THESE PRESENTS** ,
      That
      THE FITZPATRICK FAMILY LIMITED PARTNERSHIP ( *“Seller”* ),
      for
      and in consideration of Ten Dollars ($10.00) and other good and valuable
      consideration, to it in hand paid, at or before the enslaving or delivery of
      these presents by SILVERLEAF RESORTS, INC., a Texas corporation ( *“Buyer”* ),
      the
      receipt of which is hereby acknowledged, has bargained and sold, and by these
      presents does assign, grant and convey unto the said Buyer, its successors
      and
      assigns, the following property, goods and chattels (the *“Property”* ):





All
      inventory, goodwill, customer lists, trade names (including the name “Pinnacle
      Lodge”), phone numbers, email addresses, web site, logo and signs, and all
      tangible and intangible personal property and fixtures of any kind, including,
      but not limited to, all furniture, furnishings, equipment, appliances, and
      any
      other apparatuses owned by Seller and attached to or used exclusively in
      connection with the ownership, maintenance, or operation of real property and
      improvements described as Tract B-1, CLAYTON SUBDIVISION, according to the
      plat
      thereof filed October 24, 1986, at Reception No. 249237, EXCEPT that portion
      conveyed to the Town of Fraser in Deed recorded January 17, 1992, in Book 491
      at
      Page 659, County of Grand, State of Colorado.





TO
      HAVE
      AND TO HOLD the same unto the said Buyer, its successors and assigns, forever.
      The said Seller covenants and agrees to and with the Buyer, its successors
      and
      assigns, to WARRANT AND DEFEND the sale of said property, goods and chattels,
      against all and every person or persons whomever. When used herein, the singular
      shall include the plural, the plural the singular, and the use of any gender
      shall be applicable to all genders.





Buyer
      acknowledges that Buyer is purchasing the Property solely in reliance on Buyer's
      own investigation, and that no representations or warranties of any kind, either
      express or implied, have been made by Seller or Seller's agents. Buyer
      acknowledges that the Property is being sold AS IS, WHERE IS, without any
      warranty of quality, condition or usefulness, including, without limitation,
      any
      WARRANTY OF MERCHANTABILITY or any WARRANTY OF FITNESS FOR THE PARTICULAR
      PURPOSE of Buyer





IN
      WITNESS WHEREOF, the Seller has executed this Bill of Sale this _____ day of
      ______________, 2004.




***Signature
      and notary acknowledgment to follow***


A-1