Ex.
10.68





FIFTH
AMENDMENT TO CONTRACT OF SALE








THIS FIFTH AMENDMENT TO CONTRACT OF
SALE (“Fifth Amendment”) is dated effective this 10th day of
May, 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 (i) that
certain Amendment to Contract of Sale dated June 26, 2006, and executed by and
between Seller and Purchaser, (ii) that certain Second Amendment to Contract of
Sale dated February, 2007, and executed by and between Seller and Purchaser,
(iii) that certain Third Amendment to Contract of Sale dated March 15, 2007, and
executed by and between Seller and Purchaser, and (iv) that certain Fourth
Amendment to Contract of Sale dated April 26, 2007, 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.           Purchaser
and Seller hereby agree that Purchaser shall have the right to obtain a further
extension of the deadline for closing under the Contract by delivering to Seller
a non-refundable extension fee in the amount of $105,000.00.  This
$105,000.00 extension fee shall be delivered directly to Seller on or before
June 11, 2007 (the current deadline for closing under the Contract) and shall
not be subject to any escrow.  If Purchaser exercises this right, then
the deadline for closing under the Contract shall be extended to the earlier to
occur of the following:  (i) the fifteenth (15th) day
following the day on which Purchaser obtains final plat approval from the
Commissioners of Grand County, Colorado, or (ii) September 10, 2007. The
$105,000.00 extension fee shall be non-refundable to Purchaser, but shall be applied in
partial satisfaction of the purchase price payable under the
Contract.




2.           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.





3.           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.


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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 L. KIRKENDALLName:
            Jeffrey
      L. KirkendallIts:
            ManagerPURCHASER:SILVERLEAF
      RESORTS, INC.,a
      Texas corporationBy:
            /S/ HARRY J. WHITE,
      JR.Name:
            Harry J. White,
    Jr.Its:
            Chief Financial
      Officer






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