Ex.
10.64





AMENDMENT
TO CONTRACT OF SALE





THIS AMENDMENT TO CONTRACT OF SALE
(“Amendment”) is dated effective this 26th day of
June, 2006 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 (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 Inspection Period (as defined and described in Article VI of the
Contract) shall expire on July 31, 2006.





2.           a)
Seller and Purchaser further agree that the Subject Property which is being
purchased by Purchaser shall not be subject to or encumbered by any restrictive
covenants which Seller may impose upon the property which it owns and is
developing within The Summit at Winter Park Ranch subdivision, nor shall the
Subject Property be a part of or required to participate in any homeowner’s
association which is created by Seller for Seller’s project at The Summit at
Winter Park Ranch.  Accordingly, on or before the date of closing, the
Subject Property shall be released from and shall no longer be subject to (i)
the declaration of protective covenants for The Summit at Winter Park Ranch
which are recorded in Book 318, at Page 376 of the Real Property Records of
Grand County, Colorado, and (ii) the bylaws for The Summit at Winter Park Ranch
Property Owner’s Association which are recorded in Book 318 at Page 370 of the
Real Property Records of Grand County, Colorado.  Notwithstanding the
foregoing, however, Purchaser hereby agrees to contribute the sum of $6,000.00
per year, on or before January 1st of each
calendar year, to the homeowner’s association which will be created by Seller to
maintain the open space Tracts at The Summit at Winter Park Ranch
subdivision.   This provision shall survive the Closing and
remain the obligation of Purchaser, its successors and assigns, and shall be set
forth as a deed restriction in the deed(s) delivered by Seller to Buyer pursuant
to this Agreement.




b)
Purchaser, its successors and assigns,  shall be responsible for the
management, control, maintenance, repair, replacement and improvements as
defined on Exhibit “A” attached hereto and by this reference made a part
hereof.  Exhibit “A” shall be recorded as a deed restriction on the
deed(s) delivered by Seller to Purchaser hereunder, and shall remain a covenant
on all property acquired by Purchaser hereunder.


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3.           Seller
and Purchaser further agree that, at Purchaser’s election and in order to assist
Purchaser in connection with Purchaser’s development of a timeshare project on
the Subject Property, Seller will cooperate with Purchaser in resubdividing or
replatting the Subject Property so that the Subject Property is no longer part
of the The Summit at Winter Park Ranch subdivision.  Purchaser shall
keep Seller informed as to the status of the subdivision process and shall
present a copy of any replat of the subdivision to Seller for its reasonable
approval and signature prior to submission to municipal authorities for approval
and recording; provided, however, that any replat of the subdivision shall not
be recorded until such time as Purchaser has closed its acquisition of all of
the Subject Property.  All costs of such subdivision/resubdivision
shall be borne by Purchaser, including compliance with all county requirements
therewith, application fees, survey and costs, and engineering
fees.  Until Purchaser has closed on the all of the Subject Property,
Purchaser shall not attempt to abandon or vacate the public right-of-way
currently running between Tracts D, E, and F, and Tract G





4.           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.





5.           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/ JEFFREY KIRKENDALLName:
              Jeffrey KirkendallIts:
              Manager








PURCHASER:SILVERLEAF
      RESORTS, INC.,a
      Texas corporationBy:
            /S/ ROBERT E. MEADName:
            Robert E. MeadIts:
            CEO




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List of
Exhibits to Agreement not filed herewith:





Exhibit
A                      Purchaser’s
responsibilities






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