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                                                                    EXHIBIT 10.4


                          AMENDMENT TO CONTRACT OF SALE



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

                                   WITNESSETH:

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

         WHEREAS, the Contract provided, pursuant to the terms and provisions of
Article XXVII thereof, that Seller agrees to pay at closing a real estate
commission to Century 21 Farish Realty (the "Broker") in the amount of four
percent (4%) of the purchase price under the Contract; and

         WHEREAS, Seller and Purchaser have agreed to modify Article XXVII of
the Contract to reduce the amount of commission payable to the Broker;

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

         1.       Notwithstanding anything to the contrary contained in the
                  Contract, Seller and Purchaser agree that in the event the
                  Contract closes, but not otherwise, Seller shall pay at
                  closing a real estate commission to the Broker in the amount
                  of $119,000.00.

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

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

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

                                            SELLER:



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



                                            EAGLE GREENS LTD., a Georgia 
                                            corporation




                                            By: /s/ J. P. Ballard
                                                -------------------------------


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                                            Name: J. Phillip Ballard
                                                  -----------------------------
                                            Its:  President
                                                 ------------------------------ 

                                            PURCHASER:

                                            SILVERLEAF RESORTS, INC., a Texas 
                                            corporation



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








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