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                                                                   EXHIBIT 10.41

                                CONTRACT OF SALE


         This Agreement is entered into by and between THOUSAND TRAILS, INC., a
Delaware corporation ("Seller"), and SILVERLEAF RESORTS, INC., a Texas
corporation ("Purchaser").

                             W I T N E S S E T H :

         FOR AND IN CONSIDERATION of the promises, undertakings, and mutual
covenants of the parties herein set forth, Seller hereby agrees to sell and
Purchaser hereby agrees to purchase and pay for all that certain property
hereinafter described in accordance with the following terms and conditions:

                                   ARTICLE I

                                    PROPERTY

         The conveyance by Seller, or Seller's subsidiary corporation that
holds title, to Purchaser shall include the following described tracts or
parcels of land, together with all and singular the rights and appurtenances
pertaining to such land including any right, title and interest of Seller in
and to adjacent strips or gores, streets, alleys, or rights-of-way and all
rights of ingress and egress thereto:

                 Parcel 1:  Those certain tracts of land located in LaSalle
         County, Illinois, commonly known as the "Fox River Resort," in the
         aggregate amount of approximately 178 acres, including (i) five (5)
         tracts of land more particularly described in Exhibit "A" attached
         hereto and made a part hereof for all purposes, which aggregate
         approximately 138 acres, and (ii) a sixth tract of approximately 40
         acres which will be surveyed and described prior to closing;

                 Parcel 2:  Those certain tracts of land located in Jefferson
         County, Missouri, commonly known as the "Jefferson Resort," and being
         more particularly described in Exhibit "B" attached hereto and made a
         part hereof for all purposes; and

                 Parcel 3:  That certain tract of land located in Hardeman
         County, Tennessee, commonly known as "Cherokee Landing Resort" and
         being more particularly described in Exhibit "C" attached hereto and
         made a part hereof for all purposes.

Hereafter the aforesaid real property is referred to collectively as the
"Land."

         The conveyance by Seller to Purchaser shall also include all buildings
and other improvements on the Land, including specifically, without limitation,
all campsites, recreational
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and community facilities, comfort centers, lakes and parks located thereon (the
foregoing property is herein referred to collectively as the "Improvements").

         The conveyance by Seller to Purchaser shall also include all fixtures
and personal property, tangible or intangible, of any kind whatsoever owned by
Seller and used in connection with the Land and/or Improvements, including but
not limited to, the following items:

                 a.       All machinery, equipment, fixtures, furniture and
         other personal property of every kind and character owned by Seller
         and located on or used in connection with the operation of the Land
         and Improvements;

                 b.       The names "Fox River Resort," "Jefferson Resort," and
         "Cherokee Landing Resort," as used in the ownership or operation of
         the Land and Improvements;

                 c.       All outstanding membership contracts which have been
         generated from the sale of memberships at the campsites being operated
         by Seller on the Land (except for Gold Card memberships), together
         with certain receivables, hereinafter mentioned, which are payable to
         Seller and which represent the unpaid portion of the purchase price
         for such memberships;

                 d.       All licenses, franchises and permits used in or
         relating to the ownership, occupancy or operation of the resorts being
         operated by Seller on the Land including, in particular, any water
         permits or other utility permits; and

                 e.       Any developer's, declarant's, or owner's interests
         under any operating agreements or reciprocal easement agreements or
         other similar agreements affecting and/or benefiting the Land.

The foregoing items are hereinafter collectively referred to as the "Resort
Assets."

         Hereinafter all property being conveyed to Purchaser by Seller
pursuant to this Contract including the Land, the Improvements and the Resort
Assets are sometimes referred to collectively as the "Subject Property."

                                   ARTICLE II

                                 PURCHASE PRICE

         The purchase price to be paid by Purchaser to Seller for the Subject
Property (less the receivables described in Article  I, c.) shall be as
follows:

<TABLE>
                 <S>                                        <C>
                 Fox River Resort                           $1,512,500.00
                 Jefferson Resort                           $1,100,000.00
                 Cherokee Landing Resort                    $  570,000.00
                                                            -------------

                 Total Purchase Price                       $3,182,500.00
</TABLE>

The purchase price shall be payable all in cash at the closing.





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                                  ARTICLE III

                                 EARNEST MONEY

         Within two (2) business days after final execution of this Contract by
all parties hereto, Purchaser shall deliver Purchaser's check in the amount of
Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of
Dallas, 5220 Renaissance Tower, 1201 Elm Street, Dallas, Texas  75270, Attn:
Bobbie Irwin (the "Title Company").  The Title Company shall immediately cash
the earnest money check and deposit the proceeds thereof in an interest bearing
account, the earnings from which shall accrue to the benefit of Purchaser
(hereinafter the proceeds of the earnest money check shall be referred to as
the "earnest money").  If Purchaser does not terminate this Contract during the
Inspection Period (as defined in Article VI hereinbelow), then, within two (2)
business days after the expiration of the Inspection Period, Purchaser will
deposit with the Title Company the additional sum of Seventy-Five Thousand and
No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a
part of the earnest money.  Upon receipt of the second earnest money deposit
from Purchaser, the Title Company shall immediately disburse the entire
$100,000.00 earnest money deposit to Seller; upon such disbursement the
$100,000.00 earnest money deposit shall be non-refundable to the Purchaser
except in the event of a default by Seller hereunder, but, if this Contract
closes, then the entire $100,000.00 earnest money deposit shall be applied in
partial satisfaction of the purchase price payable at closing.

         In the event that this Contract is not closed, then the earnest money
shall be disbursed in the manner provided for elsewhere herein.
Notwithstanding the foregoing or anything to the contrary contained elsewhere
in this Contract, it is understood and agreed that One Hundred Dollars
($100.00) of the earnest money shall in all events be delivered to Seller as
valuable consideration for the Inspection Period described in Article VI
hereinbelow and the execution of this Contract by Seller.





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                                   ARTICLE IV

                PRE-CLOSING OBLIGATIONS OF SELLER AND PURCHASER

         Within thirty (30) days from the date of execution of this Contract,
Seller shall furnish to Purchaser, each of the following (a-g) (collectively,
the "Due Diligence Items"):

                 a.       A current commitment (the "Title Commitment") for the
         issuance of an owner's policy of title insurance to the Purchaser from
         the Title Company, together with good and legible copies of all
         documents constituting exceptions to Seller's title as reflected in
         the Title Commitment;

                 b.       Copies of the most recent appraisals of each parcel
         included within the Land that are in the possession of Seller, if any;

                 c.       A schedule showing (i) all members of the resorts
         being operated on the Land by Seller, and (ii) the date through which
         monthly membership dues have been paid by each such member; provided,
         however, that such schedule need not include the name, address and
         phone number of each such member;

                 d.       Copies of all licenses, permits, applications,
         authorizations, certificates of occupancy, governmental approvals and
         other entitlements relating to the Subject Property and the operation
         thereof in the possession of Seller, if any, including, in particular,
         copies of all permits relating to utilities;

                 e.       A schedule of all current or pending litigation with
         respect to the Subject Property or any part thereof, if any, together
         with a brief description of each proceeding;

                 f.       An accurate and complete schedule reflecting with
         respect to each resort being operated by Seller on the parcels
         comprising the Land for the calendar year ending immediately preceding
         the date of this Contract:  (i) ad valorem taxes, (ii) expenses
         incurred for such period for water, electricity, natural gas and other
         utility charges, (iii) total dues collected from members for such year
         and (iv) all other income or expenses of operation of each resort
         being operated on the Land by Seller.  Said operating schedule shall
         be accompanied by Seller's statement that said operating schedule is
         true, complete and correct as of the date provided; and

                 g.       All information of any kind whatsoever in the
         possession of Seller concerning possible development of the Subject
         Property including, but not limited to, any and all plans for the
         development of the Subject Property, any engineering studies of the
         Subject Property, any information relating to obtaining the approval
         of local governing bodies for the development of the Subject Property,
         any information as to when construction on the Subject Property may
         commence, any information regarding present or future zoning of the
         Subject Property, and any information concerning the availability of
         utilities.

         During the Inspection Period (defined hereinbelow), Purchaser shall
obtain and deliver to Seller copies of the following (collectively, the
"Purchaser Due Diligence Items"):

                 h.       Updated surveys of each parcel of land included
         within the Subject Property dated subsequent to the date of execution
         of this Contract and prepared by a licensed professional engineer or
         surveyor acceptable to Purchaser, which surveys shall:  (a) include a
         metes and bounds legal description of each parcel comprising the Land;
         (b) accurately show all improvements, encroachments and uses and
         accurately show all easements and encumbrances visible or listed on
         the Title Commitments (identifying each





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         by recording reference if applicable); (c) recite the number of gross
         acres included within each parcel of land comprising the Land; (d)
         state whether any portion of the Land lies within a flood zone, or
         flood prone area or is designated as "wetlands," and identify the
         exact number of square feet, if any, that lies within a flood zone or
         flood prone area or is designated as "wetlands"; and (e) contain a
         certificate verifying that each survey was made on the ground, that
         the survey is correct, that there are no improvements, encroachments,
         easements, uses or encumbrances except as shown on the survey plat,
         that the area represented for each parcel comprising the Land has been
         certified by the surveyor as being correct, that no portion of the
         Land lies within any flood zone or flood prone area, except as
         indicated thereon, and that each parcel comprising the Land has access
         to public streets as indicated thereon.  Unless otherwise agreed by
         Seller and Purchaser, the metes and bounds descriptions contained in
         the Surveys shall be the legal descriptions employed in the documents
         of conveyance of the Subject Property provided that the Title Company
         accepts such descriptions; and

                 i.       A Phase I Environmental Report for each resort
         included within the Subject Property.

                                   ARTICLE V

                            TITLE INSPECTION PERIOD

         Purchaser shall have a period of time commencing on the date of
execution of this Contract and expiring on the date of expiration of the
Inspection Period (as defined hereinbelow) within which to review and approve
the status of Seller's title to the Subject Property (the "Title Review
Period").  If the information to be provided to or obtained by Purchaser
pursuant to the provisions of Article IV hereinabove reflects or discloses any
defect, exception or other matter affecting the Subject Property ("Title
Defects") that is unacceptable to Purchaser, then prior to the expiration of
the Title Review Period Purchaser shall provide Seller with written notice of
Purchaser's objections.  Seller may, at its sole option, elect to cure or
remove the objections raised by Purchaser; provided, however, that Seller shall
have no obligation to do so.  Should Seller elect to attempt to cure or remove
the objections, Seller shall have ten (10) days from the date of Purchaser's
written notice of objections (the "Cure Period") in which to accomplish the
cure.  In the event Seller either elects not to cure or remove the objections
or is unable to accomplish the cure prior to the expiration of the Cure Period,
then Seller shall so notify Purchaser in writing specifying which objections
Seller does not intend to cure, and then Purchaser shall be entitled, as
Purchaser's sole and exclusive remedies, either to terminate this Agreement by
providing written notice of termination to Seller within ten (10) days from the
date on which Purchaser receives Seller's no-cure notice or waive the
objections and close this transaction as otherwise contemplated herein.  If
Purchaser shall fail to notify Seller in writing of any objections to the state
of Seller's title to the Subject Property as shown by the Survey and Title
Commitment, then Purchaser shall be deemed to have no objections to the state





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of Seller's title to the Subject Property as shown by the Survey and Title
Commitment, and any exceptions to Seller's title which have not been objected
to by Purchaser and which are shown on the Survey or described in the Title
Commitment shall be considered to be "Permitted Exceptions."  It is further
understood and agreed that any Title Defects which have been objected to by
Purchaser and which are subsequently waived by Purchaser shall be Permitted
Exceptions.

                                   ARTICLE VI

                               INSPECTION PERIOD

         Purchaser, at Purchaser's sole expense, shall have the right to
conduct a feasibility, environmental, engineering and physical study of the
Subject Property for a period of time commencing on the date of execution of
this Contract and expiring one hundred twenty (120) days from the date on which
Purchaser receives the last of the due diligence items to be provided to
Purchaser by Seller pursuant to Article IV hereinabove (the "Inspection
Period").  Purchaser and Purchaser's duly authorized agents or representatives
shall be permitted to enter upon the Subject Property at all reasonable times
during the Inspection Period in order to conduct engineering studies, soil
tests and any other inspections and/or tests that Purchaser may deem necessary
or advisable; provided, however, that no drilling or other ground penetrations
or physical sampling in any building shall be done without Seller's prior
written consent, which consent shall not be unreasonably withheld or delayed.
Purchaser further agrees to indemnify and hold Seller harmless from any claims
or damages, including reasonable attorneys' fees, resulting from Purchaser's
inspection of the Subject Property.  In the event that the review and/or
inspection conducted by this paragraph shows any fact, matter or condition to
exist with respect to the Subject Property that is unacceptable to Purchaser,
in Purchaser's sole discretion, or if for any reason Purchaser determines that
purchase of the Subject Property is not feasible, then Purchaser shall be
entitled, as Purchaser's sole remedy, to cancel this Contract by providing
written notice of cancellation to Seller prior to the expiration of the
Inspection Period.  If Purchaser shall provide written notice of cancellation
prior to the expiration of the Inspection Period, then this Contract shall be





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cancelled, all earnest money (less $100.00) shall be immediately returned to
Purchaser by the Title Company, and thereafter neither Seller nor Purchaser
shall have any continuing obligations one unto the other.  If no notice of
cancellation is provided by Purchaser prior to the expiration of the Inspection
Period, then this Contract shall remain in full force and effect.

                                  ARTICLE VII

              REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER

         Seller represents and warrants to Purchaser that at closing Seller, or
a direct or indirect wholly-owned subsidiary of Seller, will have good and
indefeasible fee simple title to the Subject Property free and clear of all
liens, encumbrances, covenants, restrictions, rights-of-way, easements, and any
other matters affecting title to the Subject Property except for the Permitted
Exceptions, and at closing, Seller or its subsidiaries will be in a position to
convey the Subject Property to Purchaser (free and clear of all liens,
encumbrances, and other such matters affecting title except for the Permitted
Exceptions).

         Seller further covenants and agrees with Purchaser that, from the date
hereof until the closing, neither Seller nor its subsidiaries shall sell,
assign, or convey any right, title, or interest whatsoever in or to the Subject
Property, or create or permit to exist any lien, security interest, easement,
encumbrance, charge, or condition affecting the Subject Property (other than
the Permitted Exceptions) without promptly discharging the same prior to
closing.

         Seller hereby further represents and warrants to Purchaser, to the
best of Seller's knowledge, as follows:

                 a.       There are no actions, suits, or proceedings pending
         or, to the best of Seller's knowledge, threatened against Seller or
         otherwise affecting any portion of the Subject Property, at law or in
         equity, or before or by any federal, state, municipal, or other
         governmental court, department, commission, board, bureau, agency, or
         instrumentality, domestic or foreign;

                 b.       The execution by Seller of this Contract and the
         consummation by Seller of the sale contemplated hereby have been duly
         authorized, and do not, and, at the closing date, will not, result in
         a breach of any of the terms or provisions of, or constitute a default
         under any indenture, agreement, instrument, or obligation to which
         Seller is a party or by which the Subject Property or any portion
         thereof is bound, and do not, and at the closing date will not,
         constitute a violation of any regulation affecting the Subject
         Property;

                 c.       Seller has not received any notice of any violation
         of any ordinance, regulation, law, or statute of any governmental
         agency pertaining to the Subject Property





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         or any portion thereof except with respect to Cherokee Landing and Fox
         River; Seller hereby advises Purchaser that in 1985 Cherokee Landing
         entered into an assurance of voluntary compliance with the State of
         Tennessee the details of which will be disclosed to Purchaser and that
         in 1988 Seller entered into a consent judgment with the State of
         Illinois the details of which will also be disclosed to Purchaser;

                 d.       The Subject Property and the current operation
         thereof comply in all material respects with all laws, regulations,
         ordinances, rules, orders and other requirements of all governmental
         authorities having jurisdiction over the Subject Property or affecting
         all or any part thereof or bearing on its construction or operation,
         and with all private covenants or restrictions;

                 e.       From the date of execution of this Contract through
         the date of closing, Seller shall continue to maintain the Subject
         Property in its present condition, subject to ordinary wear and tear
         and Article XV hereof, and shall continue to manage the Subject
         Property in the same manner as it is currently being managed; Seller
         shall not remove any fixtures, equipment, furnishings or other
         personal property from the Subject Property unless replaced with items
         of equal or greater quality and quantity, nor shall Seller in any
         manner neglect the Subject Property; and

                 f.       That, at closing, there will be no unpaid bills,
         claims, or liens in connection with any construction or repair of the
         Subject Property except for ones which will be paid in the ordinary
         course of business or which have been bonded around or the payment of
         which has otherwise been adequately provided for to the complete
         satisfaction of Purchaser.

All of the foregoing representations and warranties of Seller are made by
Seller both as of the date hereof and as of the date of the closing hereunder.
Notwithstanding the foregoing or anything to the contrary contained herein, it
is understood and agreed that the representations and warranties set forth
hereinabove shall survive the closing of this Contract only for a period of two
(2) years following the closing date, but not thereafter, and Seller shall have
no liability of any kind whatsoever for any breach thereof except to the extent
a claim is asserted against Seller within such two (2) year period.

         Purchaser agrees that, having had the opportunity to inspect the
Subject Property for defects and having had the right to terminate this
Contract in the event any defects are found, Purchaser will accept at closing
the Subject Property in an "as is, where is" condition, and, except for the
representations and warranties set forth hereinabove, Seller shall not be
required to give any further representations or warranties at closing with
respect to the condition of the Subject Property or the income that may be
generated by the Subject Property.





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                                  ARTICLE VIII

                        CONDITIONS PRECEDENT TO CLOSING

         The obligation of Purchaser to close this Contract shall, at the
option of Purchaser, be subject to the following conditions precedent:

                 a.       All of the representations, warranties and agreements
         of Seller set forth in this Contract shall be true and correct in all
         material respects as of the date hereof and at closing, and Seller
         shall not have on or prior to closing, failed to meet, comply with or
         perform in any material respect any conditions or agreements on
         Seller's part as required by the terms of this Contract;

                 b.       There shall be no change in the matters reflected in
         the Title Commitment, and there shall not exist any encumbrance or
         title defect affecting the Subject Property not described in the Title
         Commitment except for the Permitted Exceptions;

                 c.       There shall be no changes in the matters reflected in
         the Survey, and there shall not exist any easement, right-of-way,
         encroachment, waterway, pond, flood plain, conflict or protrusion with
         respect to the Subject Property not shown on the Survey; and

                 d.       No material and substantial change shall have
         occurred with respect to the Subject Property which would in any way
         affect the findings made in the inspection of the Subject Property
         described in Article VI hereinabove.

         If any such condition is not fully satisfied by closing, Purchaser may
terminate this Contract by written notice to Seller whereupon this Contract
shall be cancelled, the earnest money deposit (less $100.00) shall be returned
to Purchaser by the Title Company and thereafter neither Seller nor Purchaser
shall have any continuing obligations one unto the other.

                                   ARTICLE IX

                                    CLOSING

         The closing hereunder shall take place at the offices of the Title
Company.  The closing shall occur on or before thirty (30) days from the date
of expiration of the Inspection Period.  Purchaser shall notify Seller at least
five (5) days in advance of the exact time and date of closing.  Seller and
Purchaser hereby agree that Purchaser shall have the right to obtain one (1)
ninety (90) day extension of the deadline for closing hereunder by delivering
to Seller an additional One Hundred Thousand Dollars ($100,000) in earnest
money.  If Purchaser exercises this right, then the deadline for closing of
this Contract shall be extended by ninety (90) days; the additional $100,000
earnest money deposit that must be made by Purchaser in order to extend the
deadline for closing of this Contract by ninety (90) days shall be
non-refundable to Purchaser except in the





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event of a default by Seller hereunder, but, if this Contract closes, shall be
applied in partial satisfaction of the purchase price payable hereunder.

                                   ARTICLE X

                        SELLER'S OBLIGATIONS AT CLOSING

         At the closing, Seller shall do the following:

                 a.       Deliver, or cause its subsidiary to deliver, to
         Purchaser a deed covering the Subject Property, duly signed and
         acknowledged by Seller, or its subsidiary, which deed shall be in form
         reasonably acceptable to Purchaser for recording and shall convey to
         Purchaser good and marketable title to the Subject Property, free and
         clear of all liens, rights-of-way, easements, and other matters
         affecting title to the Subject Property, except for the Permitted
         Exceptions.

                 b.       Deliver or cause to be delivered to Purchaser an ALTA
         Standard Owner Policy of Title Insurance (the "Title Policy") insuring
         Purchaser in the amount of the purchase price that Purchaser has
         acquired good and marketable title to the Subject Property, subject
         only to the standard printed exceptions and the Permitted Exceptions.
         Purchaser shall be entitled to request the Title Company to provide at
         Purchaser's sole cost and expense, such endorsements (or amendments)
         to the Title Policy as Purchaser may reasonably require so long as
         such endorsements or amendments are at no cost to Seller nor impose
         additional liability on Seller nor delay the closing.  Purchaser shall
         be responsible for paying the cost of the Title Policy.

                 c.       Deliver a bill of sale and a blanket assignment in
         form reasonably acceptable to Purchaser, duly executed and
         acknowledged by Seller or its subsidiary, conveying and/or assigning
         to Purchaser the Resort Assets.

                 d.       Deliver such evidence or other documents that may be
         reasonably required by the Title Company evidencing the status and
         capacity of Seller and the authority of the person or persons who are
         executing the various documents on behalf of Seller in connection with
         the sale of the Subject Property.

                 e.       Deliver a non-withholding statement that will satisfy
         the requirements of Section 1445 of the Internal Revenue Code so that
         Purchaser is not required to withhold any portion of the purchase
         price for payment to the Internal Revenue Service.

                 f.       Deliver to Purchaser any other documents or items
         necessary or convenient in the reasonable judgment of Purchaser to
         carry out the intent of the parties under this Contract.

                                   ARTICLE XI

                       PURCHASER'S OBLIGATIONS AT CLOSING

         At the closing, Purchaser shall deliver to Seller the purchase price 
in cash.





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                                  ARTICLE XII

                             COSTS AND ADJUSTMENTS

         At closing, the following items shall be adjusted or prorated between
Seller and Purchaser:

                 a.       Any real estate transfer taxes or sales taxes payable
         in connection with the sale of the Subject Property shall be paid in
         full by Purchaser.

                 b.       Ad valorem taxes for the Subject Property for the
         current calendar year shall be prorated as of the date of closing, and
         Seller shall pay to Purchaser in cash at closing Seller's pro rata
         portion of such taxes.  Seller's pro rata portion of such taxes shall
         be based upon taxes actually assessed for the current calendar year
         or, if for any reason such taxes for the Subject Property have not
         been actually assessed, such proration shall be based upon the amount
         of such taxes for the immediately preceding calendar year, and
         adjusted by cash settlement when exact amounts are available.
         However, anything herein to the contrary notwithstanding, any tax
         abatement or refund for a period of time prior to closing shall belong
         to Seller.

                 c.       Purchaser shall pay Seller in cash at closing an
         amount equal to seventy percent (70%) of the then outstanding
         principal balance of all receivables for the purchase of campground
         memberships which are not then thirty-one (31) days or more past due
         and which are being transferred to Purchaser by Seller at closing.

                 d.       Membership dues which have already been collected by
         Seller for the current calendar year shall be prorated as of the date
         of closing, and Seller shall pay to Purchaser in cash at closing the
         amount of any such dues which have already been paid to Seller by
         members of the Subject Property for a period subsequent to the closing
         date.

                 e.       Purchaser shall have the right to collect all
         membership dues which are past due as of the closing date; provided,
         however, that Purchaser shall pay to Seller in cash at closing (i) an
         amount equal to the full amount of all membership dues which are 365
         days or less past due as of the date of closing, plus (ii) an amount
         equal to twenty-one percent (21%) of all membership dues which are
         more than 365 days past due as of the date of closing.

                 f.       All other closing costs, including but not limited
         to, recording and escrow fees shall be divided equally between Seller
         and Purchaser; provided, however, that Seller and Purchaser shall each
         be responsible for the fees and expenses of their respective
         attorneys.

         Seller agrees to indemnify and hold Purchaser harmless of and from any
and all liabilities, claims, demands, suits, and judgments, of any kind or
nature (except those items which under the terms of this Contract specifically
become the obligation of Purchaser), brought by third parties and based on
events occurring on or before the date of closing and which are in any way
related to the ownership, maintenance, or operation of the Subject Property,
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





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on events occurring subsequent to the date of closing and which are in any way
related to the ownership, maintenance or operation of the Subject Property, and
all expenses related thereto, including, but not limited to, court costs and
attorneys' fees.

         Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XII shall survive the closing hereunder.

                                  ARTICLE XIII

                               ENTRY ON PROPERTY

         Purchaser, Purchaser's agents, employees, servants, or nominees, are
hereby granted the right to enter upon the Subject Property at any time prior
to closing for the purpose of inspecting the Subject Property and conducting
such engineering and mechanical tests as Purchaser may deem necessary or
advisable, any such inspections and tests to be made at Purchaser's sole
expense.  Purchaser agrees to indemnify and hold Seller harmless from and
against any and all losses, damages, costs, or expenses incurred by Seller as a
result of any inspections or tests made by Purchaser.

                                  ARTICLE XIV

                             POSSESSION OF PROPERTY

         Possession of the Property free and clear of all uses and
encroachments, except the Permitted Exceptions which shall include the rights
of existing members, shall be delivered to Purchaser at closing.

                                   ARTICLE XV

                     DAMAGE OR DESTRUCTION PRIOR TO CLOSING

         In the event that the Subject Property should be damaged by any
casualty prior to closing, then if the cost of repairing such damage, as
estimated by an architect or contractor retained pursuant to the mutual
agreement of Seller and Purchaser, is:

                 a.       Less than One Hundred Thousand Dollars ($100,000.00)
         per resort, then at Purchaser's option, either (i) the Seller shall
         repair such damage as promptly as is reasonably possible,





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         restoring the damaged property at least to its condition immediately
         prior to such damage; and, in the event such repairs have not been
         completed prior to closing, then the closing shall nevertheless
         proceed as scheduled, and Purchaser may have the Title Company
         withhold from Seller the funds necessary to make such repairs until
         Seller has repaired such damage pursuant to the provisions hereof, at
         which time such funds shall be distributed to Seller or (ii) Purchaser
         may take an assignment of Seller's insurance proceeds and repair such
         damage itself;

or if said cost is:

                 b.       greater than One Hundred Thousand Dollars
         ($100,000.00) per resort, then, at Purchaser's election, Seller shall
         pay to Purchaser, at closing, all insurance proceeds payable for such
         damage, and the sale shall be closed without Seller's repairing such
         damage, or, if Purchaser does not elect to accept such insurance
         proceeds, then either Seller or Purchaser may elect to terminate this
         Contract, in which case the earnest money (less $100.00) shall be
         returned to Purchaser and thereafter neither party shall have any
         further obligations one unto the other.


                                  ARTICLE XVI

                                    NOTICES

         All notices, demands, or other communications of any type given by the
Seller to the Purchaser, or by the Purchaser to the Seller, whether required by
this Contract or in any way related to the transaction contracted for herein,
shall be void and of no effect unless given in accordance with the provisions
of this paragraph.  All notices shall be in writing and delivered to the person
to whom the notice is directed, either in person, by facsimile transmission, or
by United States Mail, as a registered or certified item, return receipt
requested.  Notices delivered by mail shall be deemed given when deposited in a
post office or other depository under the care or custody of the United States
Postal Service, enclosed in a wrapper with proper postage affixed, addressed as
follows:

         Seller:                      Thousand Trails, Inc.
                                      2711 LBJ Freeway, Suite 200
                                      Dallas, Texas  75234
                                      Attn:  Kenneth E. Hendrycy, Vice President
                                      Telephone No.:  (972) 243-2228
                                      Facsimile No.:  (972) 488-5030

         Purchaser:                   Silverleaf Resorts, Inc.
                                      1221 Riverbend Drive
                                      Suite 120
                                      Dallas, Texas  75247
                                      Attn:  Robert E. Mead
                                      Telephone No.:  (214) 631-1166
                                      Facsimile No.:  (214) 905-0514





                                     - 13 -
<PAGE>   14
         With Required Copy to:       Meadows, Owens, Collier, Reed,
                                         Cousins & Blau, L.L.P.
                                      3700 NationsBank Plaza
                                      901 Main Street
                                      Dallas, Texas  75202
                                      Attn:  George R. Bedell, Esq.
                                      Telephone No.:  (214) 749-2448
                                      Facsimile No.:  (214) 747-3732


                                  ARTICLE XVII

                                    REMEDIES

         In the event that Seller fails to timely comply with all conditions,
covenants and obligations of Seller hereunder, such failure shall be an event
of default and Purchaser shall have the option (i) to terminate this Contract
by providing written notice thereof to Seller, in which event the earnest money
(less $100.00) shall be returned immediately to Purchaser and the parties
hereto shall have no further liabilities or obligations one unto the other;
(ii) to waive any defect or requirement and close this Contract; or (iii) to
sue Seller for specific performance.  Except as otherwise set forth herein, in
no event shall Purchaser have the right to sue Seller for damages.

         In the event that Purchaser fails to timely comply with all
conditions, covenants, and obligations Purchaser has hereunder, such failure
shall be an event of default, and Seller's sole remedy shall be to receive the
earnest money.  The earnest money is agreed upon by and between the Seller and
Purchaser as liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages, and the uncertainty thereof, and no
other damages, rights, or remedies shall in any case be collectible,
enforceable, or available to the Seller other than in this paragraph defined,
and Seller shall accept the earnest money as Seller's total damages and relief.





                                     - 14 -
<PAGE>   15
                                 ARTICLE XVIII

                                   ASSIGNMENT

         Purchaser shall not, without Seller's prior written consent, assign
this Contract.  Notwithstanding the foregoing, the consent of Seller need not
be obtained for an assignment of this Contract made in connection with the
merger, consolidation or a combination of Purchaser into or with any other
corporation or entity, whether by operation of law or otherwise; however,
Purchaser agrees to furnish Seller with prior written notice thereof, and
provided further that any such assignee must abide by the covenants appearing
in this Contract.

                                      XIX

                       INTERPRETATION AND APPLICABLE LAW

         This Agreement shall be construed and interpreted in accordance with
the laws of the State of Texas. Where required for proper interpretation, words
in the singular shall include the plural; the masculine gender shall include
the neuter and the feminine, and vice versa.  The terms "successors and
assigns" shall include the heirs, administrators, executors, successors, and
assigns, as applicable, of any party hereto.

                                       XX

                                   AMENDMENT

         This Contract may not be modified or amended, except by an agreement
in writing signed by the Seller and the Purchaser.  The parties may waive any
of the conditions contained herein or any of the obligations of the other party
hereunder, but any such waiver shall be effective only if in writing and signed
by the party waiving such conditions and obligations.





                                     - 15 -
<PAGE>   16
                                  ARTICLE XXI

                                   AUTHORITY

         Each person executing this Contract warrants and represents that he is
fully authorized to do so.

                                  ARTICLE XXII

                                ATTORNEYS' FEES

         In the event it becomes necessary for either party to file a suit to
enforce this Contract or any provisions contained herein, the prevailing party
shall be entitled to recover, in addition to all other remedies or damages,
reasonable attorneys' fees and costs of court incurred in such suit.

                                 ARTICLE XXIII

                              DESCRIPTIVE HEADINGS

         The descriptive headings of the several paragraphs contained in this
Contract are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.

                                  ARTICLE XXIV

                                ENTIRE AGREEMENT

         This Contract (and the items to be furnished in accordance herewith)
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings of the parties in connection therewith.  No representation,
warranty, covenant, agreement, or condition not expressed in this Contract
shall be binding upon the parties hereto or shall affect or be effective to
interpret, change, or restrict the provisions of this Contract.





                                     - 16 -
<PAGE>   17
                                  ARTICLE XXV

                            MULTIPLE ORIGINALS ONLY

         Numerous copies of this Contract may be executed by the parties
hereto.  Each such executed copy shall have the full force and effect of an
original executed instrument.

                                  ARTICLE XXVI

                                   ACCEPTANCE

         Seller shall have until 5:00 o'clock p.m., May 5, 1997, to execute and
return a fully executed original of this Contract to Purchaser, otherwise this
Contract shall become null and void.  Time is of the essence of this Contract.
The date of execution of this Contract by Seller shall be the date of execution
of this Contract.  If the final date of any period falls upon a Saturday,
Sunday, or legal holiday under the laws of the State of Texas, then in such
event the expiration date of such period shall be extended to the next day
which is not a Saturday, Sunday, or legal holiday under the laws of the State
of Texas.

                                 ARTICLE XXVII

                             REAL ESTATE COMMISSION

         Seller represents and warrants to Purchaser that Seller has not
contacted or entered into any agreement with any real estate broker, agent,
finder, or any other party in connection with this transaction, and that Seller
has not taken any action which would result in any real estate broker's,
finder's, or other fees or commissions being due and payable to any other party
with respect to the transaction contemplated hereby.  Purchaser hereby
represents and warrants to Seller that Purchaser has not contracted or entered
into any agreement with any real estate broker, agent, finder, or any other
party in connection with this transaction, and that Purchaser has not taken any
action which would result in any real estate broker's, finder's, or other fees
or commissions being due or payable to any other party with respect to the
transaction contemplated hereby.  Each party hereby indemnifies and agrees to
hold the other party harmless from any loss, liability, damage, cost, or
expense (including reasonable attorneys' fees) resulting to the other party by
reason of a breach of the representation and warranty made by such party
herein.  Notwithstanding anything





                                     - 17 -
<PAGE>   18
to the contrary contained herein, the indemnities set forth in this Article
XXVII shall survive the closing.

                                 ARTICLE XXVIII

                POST-CLOSING OBLIGATIONS OF SELLER AND PURCHASER

         Seller and Purchaser hereby agree that following the closing hereunder
Purchaser will (i) take over responsibility for the operation and maintenance
of the existing campsites and recreational facilities currently located at each
of the three resorts being sold to Purchaser hereunder, and (ii) assume
responsibility for the performance of all of Seller's obligations under the
outstanding membership contracts pertaining to these three resorts, except for
Seller's obligation to provide its "Gold Card" members with access to resorts
other than the three resorts being sold to Purchaser hereunder.  Purchaser
hereby warrants and represents that at all times following the closing the
standard of operation and maintenance of the facilities at these three resorts
shall never be lower than the standard of operation and maintenance that is in
effect at these three resorts as of the date of this Contract, and Purchaser
agrees to indemnify and hold harmless Seller from any loss incurred by Seller
due to a breach of this warranty which is caused by Purchaser.  At all times
following closing hereunder, at Purchaser's election, (i) Purchaser shall be
entitled to collect all of the dues that are payable by members of these three
resorts except for that portion of such dues which is paid by "Gold Card"
members in order to have access to other resorts in Seller's system, or (ii)
Seller shall collect the dues that are payable by members of these three
resorts and will remit to Purchaser on a regular and timely basis all of such
dues except for that portion of the dues which is paid by "Gold Card" members
in order to have access to other resorts in Seller's system; if Purchaser
elects to have Seller collect the dues, then Purchaser will pay Seller a
reasonable fee to cover the costs that will be incurred by Seller in collecting
the dues, the exact amount of such fee to be mutually agreed upon by and
between Seller and Purchaser.  Purchaser further agrees that Purchaser will
accept reservations for the use of the campsites at the Fox River Resort from
any of Seller's system members provided that Purchaser is given the same
advance written notice of any such reservation that Seller currently requires
from its members. The obligations of Purchaser under this paragraph shall
survive closing and shall continue in full





                                     - 18 -
<PAGE>   19
force and effect (i) for a period of five (5) years thereafter with respect to
the Jefferson and Cherokee Landing Resorts, and (ii) for a period of ten (10)
years thereafter with respect to the Fox River Resort (and for an additional
ten (10) years if Purchaser extends the term of the License described below).

         Seller agrees to permit any existing Fox River Resort member (who is a
member as of the date of closing hereunder) to become a "Gold Card" member of
Seller provided that said member pays Seller the then required fees and
executes Seller's "Gold Card" contract.  Both Seller and Purchaser also agree
to honor the usage rights of NACO Resort Club members.

         Seller hereby agrees that for a period of one (1) year following the
date of closing hereunder, Seller will not hire any of the existing employees
at the resorts being purchased by Purchaser hereunder to work at other resorts
owned and operated by Seller.

         Within thirty (30) days after the closing hereunder, both Purchaser
and Seller shall write a joint letter to all members of Jefferson Resort and
Cherokee Landing Resort advising of the sale and giving these members the
following options going forward:  (i) for their membership to remain unchanged,
(ii) to become a member of Seller's entire campground system, in which case the
member must pay Seller the dues being charged by Seller for said system
membership, or (iii) to become a member of both Seller's campground system and
of the Jefferson or Cherokee Resort, in which case the member must pay Seller
the dues being charged by Seller for the system membership and must pay
Purchaser the dues being charged by Purchaser for membership at Jefferson or
Cherokee.

         In order to secure performance of Purchaser's obligation to operate
and maintain the facilities at the three resorts in accordance with the
standards of operation and maintenance that are currently in effect, Purchaser
shall deliver to Seller at closing three (3) irrevocable and unconditional
letters of credit; the letter of credit for Fox River Resort shall be in the
amount of $300,000, and the letters of credit for the Jefferson and Cherokee
Landing Resorts shall each be in the amount of $100,000.  The letters of credit
must be issued by a national banking association or other financial institution
satisfactory to Seller, must be payable directly to Seller and must expire no
earlier than (i) five (5) years from the date of closing in the case of the
letters of credit for the Jefferson and Cherokee Landing Resorts, and (ii) ten
(10) years from the date of closing





                                     - 19 -
<PAGE>   20
in the case of the letter of credit for the Fox River Resort, and must provide
that the funds evidenced thereby will be disbursed to Seller upon presentation
of a draft therefor and a statement that Purchaser has defaulted in the
performance of its obligations regarding the operation and maintenance of the
facilities at the applicable resort.  Seller hereby agrees that, if Purchaser
ever breaches its obligations regarding the operation and maintenance of the
facilities at one of the resorts, before drawing upon the letter of credit
pertaining to that resort, Seller will provide Purchaser with written notice
specifying the alleged breach and will allow Purchaser thirty (30) days from
the date of the written notice in which to cure the breach or, if the breach is
curable but cannot be cured within thirty (30) days, will allow Purchaser
sufficient time to cure the breach provided that Purchaser promptly commences
cure of such breach within the thirty (30) day period and continuously
thereafter pursues the cure until the breach is remedied.

         At closing, Seller and Purchaser shall enter into a license agreement
(the "License") pursuant to which Seller will grant Purchaser a non-exclusive
license to use the name "Thousand Trails" in connection with the promotion and
operation of the campground facilities at the Fox River Resort.  The License
shall endure for a term of ten (10) years; provided, however, Purchaser shall
have the option to extend such License for an additional ten (10) year period
by delivering to Seller written notice thereof within the ninety (90) day
period prior to the expiration of the original ten (10) year term.  In return
for the right to use the name "Thousand Trails" in connection with its
operation of the campground facilities at Fox River Resort, Purchaser shall pay
Seller throughout the term (including the additional term, if applicable) of
the License annually in advance a fee of $30,000.  The License shall be on the
terms and conditions and in form and substance identical to the License
Agreement attached hereto and made a part hereof for all purposes as Exhibit
"D."  Upon the expiration of the License, the existing members will be required
by Seller to elect either (i) to be a member of Seller's entire campground
system, in which case the member must pay Seller the dues being charged by
Seller for system membership, (ii) to be a member of the Fox River Resort only,
in which case the member must pay Purchaser the dues being charged by Purchaser
for membership at that Resort, or (iii) to be a member both of Seller's entire
campground system and of the Fox River Resort, in which case the member must





                                     - 20 -
<PAGE>   21
pay Seller the dues being charged by Seller for system membership and must pay
Purchaser the dues being charged by Purchaser for membership at Fox River
Resort.

         EXECUTED on this the 2nd day of May, 1997.

                                SELLER:
                               
                                THOUSAND TRAILS, INC., a Delaware corporation
                               
                               
                                By: /s/ W.J. SHAW                             
                                   -------------------------------------------
                                Name:   W.J. Shaw                             
                                     -----------------------------------------
                                Its:    CEO                                   
                                    ------------------------------------------
                               
                               
                               

         EXECUTED on this the 1st day of May, 1997.
                              

                                PURCHASER:
                                

                                SILVERLEAF RESORTS, INC., a Texas corporation



                                By:  /s/ ROBERT E. MEAD                        
                                   -------------------------------------------
                                Name:    Robert E. Mead                       
                                     -----------------------------------------
                                Its:     CEO                                  
                                    ------------------------------------------


RECEIPT OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS
HEREBY ACKNOWLEDGED:

TITLE COMPANY:

SAFECO LAND TITLE OF DALLAS



By: /s/ BOBBIE IRWIN
   ----------------------
Name:   Bobbie Irwin
     --------------------
Its:    V.P.
    ---------------------




                                     - 21 -
<PAGE>   22
                       LIST OF EXHIBITS TO EXHIBIT 10.41


Exhibit A                Legal Description of Land

Exhibit B                Legal Description of Land

Exhibit C                Legal Description of Land

Exhibit D                License Agreement


The above-listed exhibits are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted exhibit to the Commission upon
request.



                                      22