Exhibit
10.65




SECOND
AMENDMENT TO CONTRACT OF SALE








THIS SECOND AMENDMENT TO CONTRACT OF
SALE (“Second Amendment”) is dated effective this 23rdday of
February, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND
CO., LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).





W
I T N E S S E T H:





WHEREAS, Seller and Purchaser have
entered into that certain Contract of Sale with effective date of May 1, 2006
relating to Tracts D, E, F, and G, The Summit at Winter Park Ranch, Grand
County, Colorado, which Contract was subsequently amended pursuant to that
certain Amendment to Contract of Sale dated June 26, 2006, and executed by and
between Seller and Purchaser (hereinafter the “Contract”); and





WHEREAS, Seller and Purchaser have
agreed to modify the Contract as set forth hereinbelow;





NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Seller and Purchaser, Seller and Purchaser hereby agree as
follows:





1.           Notwithstanding
anything to the contrary contained in the Contract, Seller and Purchaser hereby
agree that the deadline for the closing of the Contract, which is presently
February 26, 2007, shall be extended by thirty (30) days to March 28,
2007.





2.           In
consideration of the extension of the deadline for the closing of the Contract,
upon execution of this Second Amendment, Purchaser shall deliver to Seller a
non-refundable extension fee in the amount of $80,000.00.  The
extension fee shall be paid directly to Seller and shall not be subject to any
escrow.  If the Contract closes, the extension fee shall not be
applied in partial satisfaction of the purchase price payable
thereunder.





3.           Seller
and Purchaser hereby agree that Purchaser shall have the right to obtain a
second thirty (30) day extension of the deadline for the closing of the Contract
by delivering to Seller a second non-refundable extension fee in the amount of
$100,000.00.  If Purchaser exercises this right, then the second
extension fee shall be delivered directly to Seller on or before March 28, 2007
and shall not be subject to any escrow.  If Purchaser exercises this
right, the deadline for the closing of the Contract shall be extended by an
additional thirty (30) days to April 27, 2007.  The second extension
fee shall also be non-refundable to Purchaser and shall not be applied in
partial satisfaction of the purchase price payable under the
Contract.





4.           Seller
and Purchaser further agree that, if Purchaser has exercised Purchaser’s right
to obtain the second thirty (30) day extension of the deadline for the closing
under the Contract, then Purchaser will have the right to obtain a third thirty
(30) day extension of the deadline for the closing under the Contract by
delivering to Seller a third non-refundable extension fee in the amount of
$120,000.00.  The third extension fee shall be delivered directly to
Seller on or before April 27, 2007 and shall not be subject to any
escrow.  If Purchaser exercises this right, then the deadline for the
closing of the Contract shall be extended by an additional thirty (30) days to
May 27, 2007.  The third extension fee shall also be non-refundable to
Purchaser and shall not be applied in partial satisfaction of the purchase price
payable under the Contract.





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5.           Purchaser
further agrees that, in return for the extension rights granted herein,
Purchaser’s right to extend the deadline for the closing of Tract G shall be
extinguished, and, accordingly, when the closing occurs, Purchaser must purchase
Tracts D, E, F and G all at the same time and pay the full purchase price
therefore as provided in the Contract.




6.           Except
as amended and modified herein, the Contract continues in full force and
effect.  Unless otherwise defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Contract.





7.           The
parties may execute this Amendment in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one and the same instrument.





IN
WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the day
and year first above written.





SELLER:SUMMIT
      AT WINTER PARK LAND CO., LLC,a
      Colorado limited liability companyBy:
            Developing
      Equities Group, LLC,Operating
      ManagerBy:
            /S/ F. ANDREW KIRKENDALLName:
            F. Andrew KirkdendallIts:
            Assistant ManagerPURCHASER:SILVERLEAF
      RESORTS, INC.,a
      Texas corporationBy:
            /S/ ROBERT E. MEADName:
            Robert E. MeadIts:
            CEO








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