Ex.
10.62








TENTH AMENDMENT TO
MANAGEMENT AGREEMENT





THIS
TENTH AMENDMENT TO MANAGEMENT AGREEMENT (the "Tenth Amendment") is entered into
as of this 6th day of
September, 2007, by and between Silverleaf Club, a Texas non-profit corporation,
f/k/a Master Club, f/k/a Master Endless Escape Club (“Silverleaf Club”), and
Silverleaf Resorts, Inc., a Texas corporation, f/k/a Silverleaf Vacation Club,
Inc, f/k/a Ascension Capital Corporation, successor by merger to Ascension
Resorts, Ltd ("Manager").





RECITALS





WHEREAS,
Silverleaf Club and Manager entered into that certain Management Agreement dated
as of the 28th day of March, 1990 (the "Management Agreement”), for purposes of
establishing certain management services to be provided by Manager to Silverleaf
Club and certain resorts, as designated in the Management Agreement;
and





WHEREAS,
on December 28, 1993, Silverleaf Club and Manager executed that certain First
Amendment to Management Agreement effective as of January 1, 1993 (the
"First Amendment") to modify the compensation payable to Manager under the
Management Agreement and to amend certain other provisions of the Management
Agreement; and





WHEREAS,
on December 31, 1997, Silverleaf Club and Manager executed that certain Second
Amendment to Management Agreement (the "Second Amendment") to provide for the
addition of two (2) additional Resorts to be subject to the Management
Agreement; and





WHEREAS,
on December 31, 1997, Silverleaf Club and Manager executed that certain Third
Amendment to Management Agreement (the "Third Amendment") to provide for the
addition of the New Units at Oak N'Spruce Resort, to be subject to the
Management Agreement; and





WHEREAS,on
December 3, 1998, Silverleaf Club and Manager executed that certain Fourth
Amendment to Management Agreement (the "Fourth Amendment") to make Manager
responsible for the administration and management of all Units at Oak N'Spruce
Resort not just the New Units; and





WHEREAS,
on January 20, 1999, Silverleaf Club and Manager executed that certain
Fifth Amendment to Management Agreement (the "Fifth Amendment") to provide for
Apple Mountain Resort located in Habersham County, Georgia to be subject to the
Management Agreement; and





WHEREAS,
on January 20, 1999, Silverleaf Club and Manager executed that certain Sixth
Amendment to Management Agreement (the "Sixth Amendment”) to provide for
Silverleaf’s Seaside Resort located in Galveston County, Texas to be subject to
the Management Agreement; and





WHEREAS,
on January 20, 1999, Silverleaf Club and Manager executed that certain Seventh
Amendment to Management Agreement (the "Seventh Amendment") to provide for Beech
Mountain Resort located in Luzerne County, Pennsylvania to be subject to the
Management Agreement; and





WHEREAS,
on March 9, 1999 Silverleaf Club end Manager executed that certain Eighth
Amendment to the Management Agreement (the "Eighth Amendment”) to further extend
the term of the Management Agreement; and





WHEREAS,
on September 27, 2002 Silverleaf Club and Manager executed that certain Ninth
Amendment to the Management Agreement (the "Ninth Amendment”) to modify
paragraph 7 of the Management Agreement with respect to the compensation payable
to the Manager; and





WHEREAS,
Silverleaf Club and Manager now desire to further amend the Management Agreement
to extend the term of the Management Agreement;





NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00), and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Silverleaf Club and Manager hereby agree as
follows:





A.
Paragraph 9 of the Management Agreement shall be amended to provide for an
extension of the ten (10) year term of the Management Agreement for an
additional ten (10) year team beginning on the current date of expiration of the
Management Agreement, i.e., March 28, 2010, and continuing through and including
March 27, 2020. All other provisions of Paragraph 9 of the Management Agreement
shall remain the same.





B. Except
as expressly amended hereby, the original terms and conditions of the Management
Agreement, the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment
and Ninth Amendment are hereby ratified and confirmed by Silverleaf Club and
Manager. This Tenth Amendment inures to the benefit, and is binding upon, the
Silverleaf Club and Manager and their respective successors, legal
representatives, and assigns.





C. This
Tenth Amendment may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument, and all such counterparts shall be deemed one and
the same instrument.





EXECUTED the 6th day of September,
2007.





SILVERLEAF
      CLUB:By:
            /S/ ROBERT G. LEVYName:
            Robert
      G. LevyTitle:
            PresidentMANAGER:SILVERLEAF RESORTS,
      INC.,a Texas
      corporationBy:
            /S/ HARRY J. WHITE, JR.Name:
            Harry
      J. White, Jr.Title:
            Chief
      Financial Officer