Ex.
10.61





Silverleaf
Resorts, Inc.


1221
Riverbend Drive, Suite 120


Dallas,
TX 75221








November
15, 2007





Liberty
Bank


315 Main
Street


Middletown,
Connecticut 06457


Attention:
Melanie S. Joy





Re:
            $37,500,000
      Receivables Financial Accommodation by Liberty Bank to Silverleaf Resorts,
      Inc. dated September 28, 2007





Dear Ms.
Joy:





Pursuant
to discussions between us, you have requested and the undersigned, Silverleaf
Resorts, Inc., has agreed to modify the Loan and Security Agreement dated as of
September 28, 2007 and evidencing the financial accommodation above-described,
effective as of the date hereof in the following respects:





1. That
part of Section 1.1 representing the defined term for "Eligible Notes
Receivables" shall be revised to delete the existing subsection (i) and to
substitute in its place and stead the following new replacement
sub-section:





"(i) the
first payment under each Note Receivable must be due and payable to Borrower
within 65 days of the closing date of the purchase of the Interval but in no
instance more than 30 days from the date of a requested Advance against such
Note Receivable once pledged to Lender, no monthly installment is more than
thirty (30) days contractually past due at the time of an Advance in respect of
such Note Receivable, nor more than sixty (60) days contractually past due at
any time;"





2.
Section 5.l(b) shall be revised to delete in its entirety such existing Section
5.1 (b) and to substitute in its place and stead the following new replacement
sub-section:





"(b)
Loan
Documents/Collateral.  Not less than five (5) Business Days
prior to the date of any Advance, Borrower shall have:





(i)
delivered to Agent a list of all Eligible Notes Receivable and related Mortgages
which are to be the subject of such requested Advance, indicating the unpaid
principal balance owing on each of the Pledged Notes Receivable deemed to be an
Eligible Note Receivable, together with such additional information as Agent may
require;





(ii)
delivered to Agent (or, if Agent shall so instruct, a designee appointed by
Agent in writing) (A)the original of each Pledged Note Receivable (duly endorsed
with the words "Pay to the order of Liberty Bank, as Agent,
with





Liberty
Bank


Attention:
Melanie Joy


November
15, 2007


Page
2





recourse"),
(B) the original of each Mortgage securing such Pledged Notes Receivable, (C)
the original of each purchase contract (including addenda) relating to the
Pledged Notes Receivable and Mortgages, (D) originals or true copies of the
related truth-in-lending disclosures, loan application, warranty deed, Payment
Authorization Agreement and, if required by Agent, the related Purchaser's
acknowledgement, receipt and exchange company application, disclosures and
materials, and (E) with respect to each Eligible Note Receivable from the sale
of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in
the appropriate recorder's office of the original UCC-1 Financing Statement,
naming the Purchaser of the Interval giving rise to the Eligible Note Receivable
as debtor and Borrower as secured party (the "Purchaser Financing Statement"),
perfecting Borrower's security interest in the applicable Interval to secure the
Purchaser's obligations under the Eligible Note Receivable and naming Borrower
as assignor and Agent as assignee, assigning to Agent, all of Borrower's right,
title and interest under each Purchaser Financing Statement.





(iii)
delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages
assigning to Agent all of Borrower's right, title and interest in and to each
such Pledged Note Receivable and the related Mortgage; and





(iv)
subject to Section
4.4(c)(xvi)hereof and the partial waiver set forth in Section 5.1(f)hereof, delivered to Agent, with respect to each Encumbered Interval, a
commitment for a Mortgagee's Title Policy showing that the Mortgage in respect
of such Interval has been assigned to Agent and insuring in favor of Agent the
first priority Lien of such Mortgage in the amount of the Advance to be made in
respect of such Pledged Note Receivable, with a satisfactory title insurance
policy to be issued within ninety (90) days from the date of the
Advance.





The
Mortgages and the assignments thereof to Agent shall each be duly recorded in
the applicable land records with acceptable confirmation of submission for
recording provided to Agent. The Mortgagee's Title Policies shall be in form and
substance satisfactory to Agent and shall be issued by a title insurance company
satisfactory to Agent (the "Title Company"), and name Borrower as the insured
party therein. The funding of the requested Advance, delivery of the Collateral
and issuance of the title insurance policy, and recording of the assignments or
any releases may, in Agent's discretion, be effected by way of an escrow
arrangement with the Title Company or other fiduciary, the form and substance of
which shall be satisfactory to Agent."





3.
Section 5.l(f) shall be revised to delete in its entirety such existing Section
5.1(f) and to substitute in its place and stead the following new replacement
sub-section:





“'(f)
Partial Waiver of
Requirement for Title insurance Policies Upon





Liberty
Bank


Attention:
Melanie Joy


November
15, 2007


Page
3





Satisfactory Maintenance of
Inventory Control Procedures.  Anything in Section
5.1(b)(iv)hereof to the contrary notwithstanding, the delivery of a commitment
for a Mortgagee Title Policy and a Mortgagee Title Policy shall be required only
with respect to twenty-five percent (25%) of the Eligible Notes Receivable
delivered to Agent in respect of each advance and within sixty (60) days after
the applicable Advance, subject to the following requirements and
limitations:





(i)
Borrower shall be in full compliance with the Inventory Control Procedures (as
defined in Section6.23 hereof); and





(ii)
Agent shall have the right in its sole discretion to determine those Eligible
Notes Receivable in respect of which commitments for Mortgagee Title Policies
and also the Mortgagee Title Policies themselves shall be required.





In the
event that Borrower fails to satisfy the requirements of Subsection 5.1(f)(i) or
should Agent discover unpermitted Liens or other encumbrances on the Mortgagee
Title Policies obtained randomly, then, immediately upon such event, the partial
waiver provided under this Section 5.1(f)shall
no longer be effective and 100% compliance shall be required."





Our signature below shall constitute
our agreement to the above.





We
further confirm in connection with our agreement, that we, as Borrower,
acknowledge that we do not have any offsets, defenses or claims against you, as
Lender, Agent or Holder, or any of your officers, agents, directors or employees
whether asserted or unasserted. To the extent that we may have any such offsets,
defenses or claims, we and each of our respective successors, assigns, parents,
subsidiaries, affiliates, predecessors, employees and agents as applicable,
jointly and severally, release and forever discharge you, as Lender, Agent or
Holder, your subsidiaries, affiliates, officers, directors, employees, agents,
attorneys, successors and assigns, both present and former (collectively the
"Lender Affiliates") of and from any and all manner of action and actions, cause
and causes of action, suits, debts, controversies, damages, judgments,
executions, claims and demands whatsoever, asserted or unasserted, in law or in
equity which against the you, as Lender, Agent or Holder and/or Lender
Affiliates we or any of our respective successors, assigns, parents,
subsidiaries, affiliates, predecessors, employees and agents ever had, now have,
upon or by reason of any manner, cause, causes or thing whatsoever, including,
without limitation, any presently existing claim or defense whether or not
presently suspected, contemplated or anticipated.





[SIGNATURE
PAGE FOLLOWS]





Liberty
Bank


Attention:
Melanie Joy


November
15, 2007


Page
4





SILVERLEAF
RESORTS INC., a Texas corporation





By:
            /S/ HARRY J. WHITE, JR.


Name:            Harry
J. White, Jr.


Title:              Chief
Financial Officer





Received
and Acknowledged:


Dated:
December 14, 2007





LIBERTY
BANK





By:
            /S/ MELANIE S. JOY


Name:          
Melanie S. Joy


Title:            
VP








CC:  
Wellington
Financial Corp.


1706 Emmet Street


Suite #2


Charlottesville, Virginia
22901-2822


Attn: Ronald M. Goldberg,
President