Ex.
      10.62





Silverleaf
      Resorts, Inc.


1221
      Riverbend Drive, Suite 120


Dallas,
      TX 75221




March
      1,
      2007




Wells
      Fargo Foothill, Inc., Individually and as Agent


13727
      Noel Road, Suite 1020


Dallas,
      Texas 75240


Attention:
      Jake Welsh





Re:
      $35,000,000 Receivables Financial Accommodation by Wells Fargo Foothill, Inc.,
      Individually and as Agent to Silverleaf Resorts, Inc., dated as of December
      16,
      2005 as amended by a First Amendment to Loan and Security Agreement Receivables
      dated as of October 6, 2006 (the "Loan Agreement")





Dear
      Mr.
      Welsh:





Pursuant
      to discussions between us, you have offered and the undersigned, SILVERLEAF
      RESORTS, INC., has agreed to:





A.  Modify
      the Loan Agreement effective as of the date of execution of this communication
      by you in the following respects:





1. The
      definition of Applicable Interest Rate shall be deleted and the following
      definition shall be substituted in lieu therefore:





Applicable
      Interest Rate.  A
      variable rate, adjusted as of each day of each calendar month, equal to the
      Lender Reference Rate, with interest being computed in arrears on the basis
      of
      actual days elapsed over a year of 360 days, but in no event shall the rate
      of
      interest at any time during the Term be less than six (6.00%) percent (a
      "Floating Rate Advance"). The Lender Reference Rate on the date of this communication
      is 8.25%; and





2. The
      introductory sentences to Section 2.3 of the Loan Agreement shall be deleted
      and
      the following shall be substituted in lieu therefore:





2.3  Payments .  From
      and
      after the Closing Date, Borrower agrees punctually to pay or cause to be paid
      to
      Agent, as Agent for each Lender, all principal and interest due under the Note
      in respect of the Loans and if applicable the Unused Line Fee. Interest, the
      Unused Line Fee and all other fees payable hereunder shall be due and payable,
      in arrears, on the fast day of each month at any time that Obligations are
      outstanding. Borrower shall make the following payments on the
      Loan:





3.  Section
      2.6 of the Loan Agreement shall be deleted and the following Section 2.6 shall
      be substituted in lieu therefore:





2.6 Fees .





a.
      Fee
      Letter Fees.  As
      and
      when due and payable under the terms of the Fee Letter, Borrower shall pay
      to
      Agent the fees set forth in the Fee Letter; and










b.
      Unused
      Line Fee.  Monthly
      with the payment of interest, the pro rata portion of a fee equal to one-quarter
      of one percent (0.25%) per annum of the difference between the Commitment
      ($35,000,000) and the average amount outstanding during the prior calendar
      month, provided however that the Unused Line Fee shall only be due and payable
      in the event that Borrower, between the ninetieth (90 th )  and
      one
      hundred eightieth (180 th )
      day
      after the date of Wells Fargo Foothill's acknowledgement, agreement and consent
      to this modification, fails to maintain average outstanding Advances of Ten
      Million ($10,000,000) Dollars.





Our
      signature below and the delivery to you 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 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.




**SILVERLEAF
      RESORTS, INC.,** a
      Texas
      corporation





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





Name:  Harry
      J.
      White, Jr.


Title:  Chief
      Financial Officer





Received,
      Agreed and Acknowledged:


Dated:
      March 2, 2007





**WELLS
      FARGO FOOTHILL, INC.,**





By: /S/
      JAMES
      P. WELSH


Name:  James
      P.
      Welsh


Title:  Vice
      President