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                                  EXHIBIT 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         This Amendment to Employment Agreement, dated as of the 10th day of
December, 1998, is between Thousand Trails, Inc., a Delaware Corporation (the
"Corporation"), and William J. Shaw, a resident of Frisco, Texas (the
"Executive").

                                    RECITALS

         The Corporation and the Executive entered into an Employment Agreement,
dated as of May 5, 1995 (the "Employment Agreement"). The Executive has
requested, and the Board of Directors of the Corporation has approved, an
amendment to the Employment Agreement as set forth herein.

                                   AGREEMENTS

         In consideration of the mutual covenants and promises set forth herein
and other good and valuable consideration, the Corporation and the Executive
agree as follows:

         1. AMENDMENT OF SECTION 3B. Section 3B of the Employment Agreement is
hereby amended in its entirety to read as follows:

         "SECTION 3B. CHANGE IN CONTROL BONUS. In addition to all other
      compensation payable to the Executive under this Employment Agreement, if
      during the Term of Employment a Change in Control (as hereinafter defined)
      occurs, the Corporation shall pay to the Executive a cash bonus in an
      amount equal to the Executive's then current Base Salary multiplied by two
      (the "Change in Control Bonus"). The Corporation shall pay, or cause NACO
      to pay, the Change in Control Bonus to the Executive promptly after the
      Corporation becomes aware of the occurrence of a Change in Control.

      (a)  A "Change in Control" shall mean an Unaffiliated Person's (as
           hereinafter defined) purchase from the Major Shareholder (as
           hereinafter defined) of 42% or more of the outstanding shares of
           Common Stock after the date of this Employment Agreement.

      (b)  An "Unaffiliated Person" shall mean a person or group of persons
           acting together other than: (i) the Executive, an affiliate of the
           Executive, or any member of his immediate family, (ii) the
           Corporation, any subsidiary of the Corporation, or any employee
           benefit plan of the Corporation or any of its subsidiaries, or (iii)
           the Major Shareholder, any person who is part of the Major
           Shareholder, any affiliate of the Major Shareholder or any such
           person or any member of the immediate family of any such affiliate or
           person.

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                                  EXHIBIT 10.1

      (c)  The "Major Shareholder" shall mean Carl Marks Management Co., L.P.
           and the persons whose shares of Common Stock it is described as
           beneficially owning in the Corporation's most recent annual meeting
           proxy statement prior to the date of this Employment Agreement.

      (d)  For purposes of this Section 3B, a Change of Control can occur only
           once.

      (e)  Notwithstanding anything to the contrary in this Section 3B, however,
           if the Change in Control Bonus, along with any other payments to the
           Executive, would be subject to any excise tax, including the excise
           tax on excess parachute payments set forth in Section 4999 of the
           Internal Revenue Code of 1986, as amended, then the amount of the
           Change in Control Bonus shall be decreased to the extent that such
           decrease would cause the Executive to receive a greater net amount
           with respect to the Change in Control Bonus after consideration of
           applicable excise and income taxes."

         2. RATIFICATION. Except as modified by the terms of this Amendment, the
terms of the Employment Agreement are hereby ratified and shall continue in full
force and effect.

         Executed as of the day and year first above written.

                                      THOUSAND TRAILS, INC.



                                      /s/ Walter B. Jaccard
                                      ---------------------------------
                                      Walter B. Jaccard, Vice President


                                      THE EXECUTIVE


                                      /s/ William J. Shaw
                                      ---------------------------------
                                      William J. Shaw

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