Ex.
10.63




CONTRACT OF
SALE








This Contract is entered into by and
between SUMMIT AT WINTER PARK
LAND CO., LLC(“Seller”), and  SILVERLEAF RESORTS, INC.,a
Texas corporation ("Purchaser").





W I T N E S S E T H :




FOR AND IN CONSIDERATION of the
promises, undertakings, and mutual covenants of the parties herein set forth,
Seller hereby agrees to sell and Purchaser hereby agrees to purchase and pay for
all that certain property hereinafter described in accordance with the following
terms and conditions:




ARTICLE
I


PROPERTY





The conveyance by Seller to Purchaser
shall include Tracts D, E, F,  and G, The Summit at Winter Park Ranch,
a subdivision located in the East 1/2 of Section 20 and in Section 21, Township
1 South, Range 75 West of the 6th Principal Meridian, Winter Park Ranch, Grand
County, Colorado, and being depicted on Exhibit “A” attached hereto and made a
part hereof for all purposes, together with all and singular the rights and
appurtenances pertaining to such property including any right, title and
interest of Seller in and to adjacent strips or gores, streets, alleys or
rights-of-way, all rights of ingress and egress thereto, and all improvements
and fixtures located on said property.  The foregoing property is
herein referred to collectively as the “Subject Property.”





ARTICLE
II


PURCHASE
PRICE





The purchase price to be paid by
Purchaser to Seller for the Subject Property shall be the sum of Four Million
Six Hundred Sixty One Thousand Seven Hundred Fifty Four and No/100 Dollars
($4,661,754.00).  The purchase price for Tracts D, E, and F shall be
the sum of Two Million Six Hundred Eighty Three Thousand Three Hundred Fifty
Seven and No/100 Dollars ($2,683,357.00), and the purchase price for Tract G
shall be the sum of One Million Nine Hundred Seventy Eight Thousand Three
Hundred Ninety Seven and No/100 Dollars ($1,978,397.00).  The purchase
price for each Tract being purchased hereunder shall be payable all in cash at
the closing of the acquisition of such tract by Purchaser.





ARTICLE
III


EARNEST
MONEY





Within two (2) business days after
final execution of this Contract by all parties hereto,  Purchaser
shall deliver to The Title Company of the Rockies, Inc. (the "Escrow Agent" or
the "Title Company"), whose address is 78491 U.S. Highway 40, P.O. Box 80482,
Winter Park, Colorado, 80482, to the attention of Kajsa Wiberg, a check payable
to the order of the Escrow Agent in the amount of Two Hundred Thousand and
No/100 Dollars ($200,000.00) ("Earnest Money").  All Earnest Money
shall be held and delivered in accordance with the provisions
hereof.  Escrow Agent shall immediately present for payment the check
deposited by Purchaser and deposit same into an interest bearing Trust
Account.  All interest accruing upon the Earnest Money shall be held
for the benefit of Purchaser.




If Purchaser does not terminate this
Contract during the Inspection Period (as defined in Article VI hereinbelow)
then, within two (2) business days after the expiration of the Inspection
Period, the Title Company shall disburse the entire $200,000.00 earnest money
deposit to Seller; upon such disbursement the $200,000.00 earnest money deposit
shall be non-refundable to the Purchaser except in the event of a default by
Seller hereunder or in the event that any condition precedent to closing
described in Article VIII hereinbelow is not fully satisfied, but, if the
Purchaser completes the acquisition of all of the Subject Property, then the
entire $200,000.00 earnest money deposit shall be applied in partial
satisfaction of the purchase price payable at the final closing
hereunder.




In the event that this Contract does
not close, then the Earnest Money shall be disbursed in the manner provided for
elsewhere herein. Notwithstanding the foregoing or anything to the contrary
contained elsewhere in this Contract, it is understood and agreed that One
Hundred Dollars ($100.00) of the Earnest Money shall in all events be delivered
to Seller as valuable consideration for the inspection period described in
Article VI hereinbelow and the execution of this Contract by
Seller.




ARTICLE
IV


PRE-CLOSING OBLIGATIONS OF
SELLER





Within five (5) days from the date of
execution of this Contract, Seller shall furnish to Purchaser, at Seller's sole
cost and expense, each of the following (collectively, the "Due Diligence
Items"):




a.           A
copy of Seller’s existing survey of the Subject Property (“Survey”); Purchaser
will be responsible for paying any costs incurred in obtaining an update of the
Survey to a date subsequent to the date of execution of this
Contract;





b.           All
information of any kind whatsoever in the possession of Seller concerning
possible development of the Subject Property including, but not limited to, any
and all plans for the development of the Subject Property, any engineering
studies of the Subject Property, any information relating to obtaining the
approval of local governing bodies for the development of the Subject Property,
any information as to when construction on the Subject Property may commence,
any information regarding present or future zoning of the Subject Property, and
any information concerning the availability of utilities.





Within five (5) days from the date of
execution of this Contract, Purchaser shall obtain, and provide Seller with a
copy of, a current commitment (the “Title Commitment”) for the issuance of an
owner’s policy of title insurance to the Purchaser from the Title Company,
together with good and legible copies of all documents constituting exceptions
to Seller’s title as reflected in the Title Commitment.





ARTICLE
V


TITLE INSPECTION
PERIOD





Purchaser shall have a period of thirty
(30) days following the date of execution of this Contract within which to
review and approve the information to be provided to Purchaser pursuant to
subparagraphs (a) and (b) of Article IV and to review the Title Commitment (the
"Title Review Period"). If the information to be provided pursuant to
subparagraphs (a) and (b) of Article IV or the Title Commitment reflects or
discloses any defect, exception or other matter affecting the Subject Property
("Title Defects") that is unacceptable to Purchaser, then prior to the
expiration of the Title Review Period Purchaser shall provide Seller with
written notice of Purchaser's objections.  Seller may, at its sole
option, elect to cure or remove the objections raised by Purchaser; provided,
however, that Seller shall have no obligation to do so.  Should Seller
elect to attempt to cure or remove the objections, Seller shall have ten (10)
days from the date of Purchaser's written notice of objections (the "Cure
Period") in which to accomplish the cure.  In the event Seller either
elects not to cure or remove the objections or is unable to accomplish the cure
prior to the expiration of the Cure Period, then Seller shall so notify
Purchaser in writing specifying which objections Seller does not intend to cure,
and then Purchaser shall be entitled, as Purchaser's sole and exclusive
remedies, either to terminate this Agreement by providing written notice of
termination to Seller within ten (10) days from the date on which Purchaser
receives Seller's no-cure notice or waive the objections and close this
transaction as otherwise contemplated herein.  If Purchaser shall fail
to notify Seller in writing of any objections to the state of Seller's title to
the Subject Property as shown by the Survey and Title Commitment, then Purchaser
shall be deemed to have no objections to the state of Seller's title to the
Subject Property as shown by the Survey and Title Commitment, and any exceptions
to Seller's title which have not been objected to by Purchaser and which are
shown on the Survey or described in the Title Commitment shall be considered to
be "Permitted Exceptions."










ARTICLE
VI


INSPECTION
PERIOD





Purchaser, at Purchaser's sole expense,
shall have the right to conduct a feasibility, environmental, engineering and
physical study of the Subject Property for a period of time commencing on the
date of execution of this Contract and expiring sixty (60) days thereafter (the
"Inspection Period"). Purchaser and Purchaser's duly authorized agents or
representatives shall be permitted to enter upon the Subject Property at all
reasonable times during the Inspection Period in order to conduct engineering
studies, soil tests and any other inspections and/or tests that Purchaser may
deem necessary or advisable.  Purchaser further agrees to indemnify
and hold Seller harmless from any claims or damages, including reasonable
attorneys' fees, resulting from Purchaser's inspection of the Subject
Property.  In the event that the review and/or inspection conducted by
this paragraph shows any fact, matter or condition to exist with respect to the
Subject Property that is unacceptable to Purchaser, in Purchaser's sole
discretion, or if for any reason Purchaser determines that purchase of the
Subject Property is not feasible, then Purchaser shall be entitled, as
Purchaser's sole remedy, to cancel this Contract by providing written notice of
cancellation to Seller prior to the expiration of the Inspection
Period.  If Purchaser shall provide written notice of cancellation
prior to the expiration of the Inspection Period, then this Contract shall be
cancelled, all earnest money (less $100.00) shall immediately be returned to
Purchaser by the Title Company and thereafter neither Seller nor Purchaser shall
have any continuing obligations one unto the other.




ARTICLE
VII


REPRESENTATIONS, WARRANTIES,
AND COVENANTS OF SELLER





Seller represents and warrants to
Purchaser that Seller will have at each closing hereunder good and indefeasible
fee simple title to the Subject Property free and clear of all liens,
encumbrances, covenants, restrictions, rights-of-way, easements, and any other
matters affecting title to the Subject Property except for the Permitted
Exceptions.




Seller
further covenants and agrees with Purchaser that, from the date hereof until the
date of each closing hereunder, Seller shall not sell, assign, or convey any
right, title, or interest whatsoever in or to the Subject Property, or create or
permit to exist any lien, security interest, easement, encumbrance, charge, or
condition affecting the Subject Property without promptly discharging the same
prior to each such closing.







Seller
hereby further represents and warrants to Purchaser as follows:


a.           There
are no actions, suits, or proceedings pending or, to the best of Seller's
knowledge, threatened against Seller or otherwise affecting any portion of the
Subject Property, at law or in equity, or before or by any federal, state,
municipal, or other governmental court, department, commission, board, bureau,
agency, or instrumentality, domestic or foreign;





b.           The
execution by Seller of this Contract and the consummation by Seller of the sale
contemplated hereby have been duly authorized, and do not, and, at the closing
date, will not, result in a breach of any of the terms or provisions of, or
constitute a default under any indenture, agreement, instrument, or obligation
to which Seller is a party or by which the Subject Property or any portion
thereof is bound, and do not, and at the closing date will not, constitute a
violation of any regulation affecting the Subject Property;





c.           Seller
has not received any notice of any violation of any ordinance, regulation, law,
or statute of any governmental agency pertaining to the Subject Property or any
portion thereof;





d.           That,
at each closing hereunder, there will be no unpaid bills, claims, or liens in
connection with any construction or repair of the Subject Property except for
ones which will be paid in the ordinary course of business or which have been
bonded around or the payment of which has otherwise been adequately provided for
to the complete satisfaction of Purchaser; and





e.           To
the best of Seller's knowledge, there has been no material release of any
pollutant or hazardous substance of any kind onto or under the Subject Property
that would result in the prosecution of any claim, demand, suit, action or
administrative proceeding based on any environmental requirements of state,
local or federal law including, but not limited to, the Comprehensive
Environmental Response Compensation and Liability Act of 1980, U.S.C. § 9601 et
seq.





All of
the foregoing representations and warranties of Seller are made by Seller both
as of the date hereof and as of the date of each closing hereunder and shall
survive each closing hereunder.  Notwithstanding the foregoing or
anything to the contrary contained herein, it is understood and agreed that the
representations and warranties set forth hereinabove shall survive the second
and final closing under this Contract only for a period of six (6) months
following the closing date, but not thereafter, and Seller shall have no
liability of any kind whatsoever for any breach thereof except to the extent a
claim is asserted against Seller within such six (6) month
period.





ARTICLE
VIII


CONDITIONS PRECEDENT TO
CLOSING





Within ten (10) days from the date of
execution of this Contract, Seller shall submit to Purchaser, for Purchaser’s
approval, the declaration of covenants, conditions and restrictions which Seller
will adopt for the purpose of regulating development of the residential
subdivision which will include the Subject Property as well as other property
owned by Seller.  This declaration must expressly provide that
property subject to the declaration may be developed for time share use and that
time share use is a permitted use thereunder.  Purchaser shall have
five (5) days from the date on which Seller provides Purchaser with a copy of
the proposed declaration within which either to approve or disapprove the
proposed declaration; if Purchaser approves the declaration, then Seller will
record the declaration and provide Purchaser with a copy of the recorded
declaration within five (5) days from the date on which Purchaser notifies
Seller in writing that Purchaser has approved the declaration.  If
Purchaser does not approve Seller’s proposed declaration, then Purchaser may
terminate this Contract by written notice to Seller at any time prior to the
expiration of the Inspection Period, whereupon this Contract shall be cancelled,
the earnest money (less $100.00) shall be returned to Purchaser by the Title
Company, and thereafter neither Seller nor Purchaser shall have any continuing
obligations one unto the other.




Within forty-five (45) days from the
date of execution of this Contract, Purchaser shall submit to Seller for
Seller’s approval Purchaser’s plans for development of a time share project at
the Subject Property.  Purchaser’s plans shall include a site plan,
grading and drainage plans, landscaping plans, plans for access to and from the
Subject Property, and plans for the exterior appearance, color and texture of
any buildings to be constructed on the Subject Property.  If for any
reason Seller has not approved Purchaser’s plans prior to the expiration of the
Inspection Period, then Purchaser may terminate this Contract by written notice
to Seller, whereupon this Contract shall be cancelled, the earnest money (less
$100.00) shall be returned to Purchaser by the Title Company, and thereafter
neither Seller nor Purchaser shall have any continuing obligations one unto the
other.




The obligation of Purchaser to close
this Contract shall, at the option of Purchaser, be subject to the following
additional conditions precedent:




a.           All
of the representations, warranties and agreements of Seller set forth in this
Contract shall be true and correct in all material respects as of the date
hereof and at each closing, and Seller shall not have on or prior to each
closing, failed to meet, comply with or perform in any material respect any
conditions or agreements on Seller's part as required by the terms of this
Contract.





b.           There
shall be no change in the matters reflected in the Title Commitment, and there
shall not exist any encumbrance or title defect affecting the Subject Property
not described in the Title Commitment except for the Permitted
Exceptions.





c.           There
shall be no changes in the matters reflected in the Survey, and there shall not
exist any easement, right-of-way, encroachment, waterway, pond, flood plain,
conflict or protrusion with respect to the Subject Property not shown on the
Survey.





d.           No
material and substantial change shall have occurred with respect to the Subject
Property which would in any way affect the findings made in the inspection of
the Subject Property described in Article VI hereinabove.




If any such condition is not fully
satisfied at the time of each closing hereunder, Purchaser may terminate this
Contract by written notice to Seller whereupon this Contract shall be cancelled,
all earnest money (less $100.00) shall be returned to the Purchaser, and
thereafter neither Seller nor Purchaser shall have any continuing obligations
one unto the other.


ARTICLE
IX


CLOSING





The initial closing hereunder shall
take place at the offices of the Title Company.  The initial closing
shall occur on or before thirty (30) days from the date of expiration of the
Inspection Period.  Purchaser shall notify Seller at least five (5)
days in advance of the exact time and date of the initial closing.  At
the initial closing hereunder, Purchaser may elect to purchase the entirety of
the Subject Property and, if Purchaser does so, shall pay Seller the full
purchase price therefore.









Seller
and Purchaser hereby agree that Purchaser shall have the right to obtain one
ninety (90) day extension of the deadline for the initial closing hereunder by
delivering to Seller a non-refundable extension fee in the amount of $160,000.00
(“Extension Fee”).  The Extension Fee (together with a written notice
of extension) shall be delivered directly to Seller at least fifteen (15) days
prior to the deadline for the initial closing hereunder and shall not be subject
to any escrow.  If Purchaser exercises this right, then the deadline
for the initial closing shall be extended by ninety (90) days.  The
$160,000.00 Extension Fee that must be paid by Purchaser in order to extend the
deadline for the initial closing hereunder by ninety (90) days shall be
non-refundable to Purchaser and shall not be applied in partial satisfaction of
the purchase price payable hereunder.  Seller and Purchaser further
agree that, if Purchaser has exercised Purchaser’s right to obtain the first
ninety (90) day extension of the deadline for the initial closing hereunder,
then Purchaser shall have the right to obtain a second ninety (90) day extension
of the deadline for the initial closing hereunder by delivering to Seller a
second non-refundable extension fee in the amount of $160,000.00 (“Second
Extension Fee”).  The Second Extension Fee (together with a written
notice of extension) shall be delivered directly to Seller at least fifteen (15)
days prior to the then scheduled deadline for the initial closing hereunder and
shall not be subject to any escrow.  If Purchaser exercises this
right, then the deadline for the initial closing hereunder shall be extended by
an additional ninety (90) days.  The Second Extension Fee shall be
non-refundable to Purchaser and shall not be applied in partial satisfaction of
the purchase price payable hereunder.




At the initial closing hereunder,
Purchaser shall have the right to obtain one ninety (90) day extension of the
deadline for the closing of Tract G only, but only on condition that (i)
Purchaser has closed the acquisition of Tracts D, E, and F and has paid Seller
the sum of Two Million Six Hundred Eighty Three Thousand Three Hundred Fifty
Seven  and No/100 Dollars ($2,683,357.00) therefore, and (ii) at the
time of the initial closing hereunder Purchaser delivers to Seller a
non-refundable extension fee in the amount of $60,000.00.  If
Purchaser exercises this right, then the deadline for the closing of Tract G
shall be extended by ninety (90) days.  The $60,000.00 extension fee
that must be paid by Purchaser in order to extend the deadline for the closing
of Tract G hereunder by ninety (90) days shall be non-refundable to Purchaser
and shall not be applied in partial satisfaction of the purchase price payable
for Tract G.  Seller and Purchaser further agree that, if Purchaser
has exercised Purchaser’s right to obtain the first ninety (90) day extension of
the deadline for the closing of the acquisition of Tract G, then Purchaser shall
have the right to obtain a second ninety (90) day extension of the deadline for
closing of Tract G by delivering to Seller a second non-refundable extension fee
in the amount of $60,000.00.  This second extension fee, together with
a written notice of extension, must be delivered directly to Seller at least
fifteen (15) days prior to the then scheduled deadline for the closing of the
acquisition of Tract G and shall not be subject to any escrow.  If
Purchaser exercises this right, then the deadline for the closing of Tract G
shall be extended by an additional ninety (90) days.  The second
extension fee shall be non-refundable to Purchaser and shall not be applied in
partial satisfaction of the purchase price payable for Tract
G.  Seller and Purchaser further agree that, if Purchaser has
exercised Purchaser’s right to obtain the second ninety (90) day extension of
the deadline for the closing of Tract G, then Purchaser shall have the right to
obtain a third ninety (90) day extension for the closing of Tract G by
delivering to Seller a third non-refundable extension fee in the amount of
$60,000.00.  This third extension fee, together with a written notice
of extension, shall de delivered directly to Seller at least fifteen (15) days
prior to the then scheduled deadline for the closing of Tract G and shall not be
subject to any escrow.  If Purchaser exercises this right, then the
deadline for the closing of Tract G shall be extended by an additional ninety
(90) days.  The third extension fee shall be non-refundable to
Purchaser and shall not be applied in partial satisfaction of the purchase price
payable hereunder.





ARTICLE
X


SELLER'S OBLIGATIONS AT
CLOSING





At each closing hereunder, Seller shall
do the following:




a.           Deliver
to Purchaser a special warranty deed covering the Tracts in the Subject Property
being purchased, duly signed and acknowledged by Seller, which deed shall be in
form reasonably acceptable to Purchaser for recording and shall convey to
Purchaser good and indefeasible fee simple title to the Tracts in the Subject
Property being purchased, free and clear of all liens, rights-of-way, easements,
and other matters affecting title to such Tracts, except for the Permitted
Exceptions.





b.           Furnish
to Purchaser, at Seller's sole expense, a commitment from the Title Company to
issue to Purchaser an Owner's Policy of Title Insurance (the "Title Policy")
within a reasonable period of time and upon the Title Company's receipt of the
original, recorded documents evidencing the transaction issued by the Title
Company on the standard form in use in the State of Colorado, insuring that
Purchaser has acquired good and marketable fee simple title to the Tracts in the
Subject Property being purchased, in the amount of the purchase price therefore
subject only to the Permitted Exceptions.





c.           Deliver
such evidence or other documents that may be reasonably required by the Title
Company evidencing the status and capacity of Seller and the authority of the
person or persons who are executing the various documents on behalf of Seller in
connection with the sale of the Subject Property.





d.           Deliver
a non-withholding statement that will satisfy the requirements of Section 1445
of the Internal Revenue Code so that Purchaser is not required to withhold any
portion of the purchase price for payment to the Internal Revenue
Service.





e.           Deliver
to Purchaser any other documents or items necessary or convenient in the
reasonable judgment of Purchaser to carry out the intent of the parties under
this Contract.





ARTICLE
XI


PURCHASER'S OBLIGATIONS AT
CLOSING





At the initial closing, Purchaser shall
deliver to Seller in cash the purchase price for Tracts D, E, and
F.  At the second closing hereunder, Purchaser shall deliver to Seller
the purchase price payable for Tract G in cash with Purchaser receiving credit
for any earnest money deposit that has been previously made by Purchaser with
the Title Company.





ARTICLE
XII


COSTS AND
ADJUSTMENTS





At each closing, the following items
shall be adjusted or prorated between Seller and Purchaser:




a.           Ad
valorem taxes for the Tracts being purchased for the current calendar year shall
be prorated as of the date of closing, and Seller shall pay to Purchaser in cash
at closing Seller's prorata portion of such taxes.  Seller's prorata
portion of such taxes shall be based upon assessments for the immediately
preceding calendar year.





b.           Any
real estate transfer taxes or sales taxes that are payable in connectionwith the
sale of the Tracts being purchased shall be paid in full by Seller.





c.           Except
as specifically set forth above, any other charges or fees shall be paid as
normal and customary in Grand County, Colorado.  Seller and Purchaser
will each be responsible for the fees and expenses of their respective
attorneys.









Seller agrees to indemnify and hold
Purchaser harmless of and from any and all liabilities, claims, demands, suits,
and judgments, of any kind or nature (except those items which under the terms
of this Contract specifically become the obligation of Purchaser), brought by
third parties and based on events occurring on or before the date of closing and
which are in any way related to the ownership, maintenance, or operation of the
Subject Property, and all expenses related thereto, including, but not limited
to, court costs and attorneys' fees.


Purchaser agrees to indemnify and hold
Seller harmless of and from any and all liabilities, claims, demands, suits, and
judgments, of any kind or nature, brought by third parties and based on events
occurring subsequent to the date of closing and which are in any way related to
the ownership, maintenance or operation of the Subject Property, and all
expenses related thereto, including, but not limited to, court costs and
attorneys' fees.





ARTICLE
XIII


ENTRY ON
PROPERTY





Purchaser, Purchaser's agents,
employees, servants, or nominees, are hereby granted the right to enter upon the
Subject Property at any time prior to closing for the purpose of inspecting the
Subject Property and conducting such engineering and mechanical tests as
Purchaser may deem necessary or advisable, any such inspections and tests to be
made at Purchaser's sole expense.  Purchaser agrees to indemnify and
hold Seller harmless from and against any and all losses, damages, costs, or
expenses incurred by Seller as a result of any inspections or tests made by
Purchaser.




ARTICLE
XIV


POSSESSION OF
PROPERTY





Possession of each Tract, free and
clear of all uses and encroachments, except the Permitted Exceptions, shall be
delivered to Purchaser at the closing of the acquisition of such
Tract.




ARTICLE
XV


NOTICES





All notices, demands, or other
communications of any type given by the Seller to the Purchaser, or by the
Purchaser to the Seller, whether required by this Contract or in any way related
to the transaction contracted for herein, shall be void and of no effect unless
given in accordance with the provisions of this paragraph.  All
notices shall be in writing and delivered to the person to whom the notice is
directed, either in person, by facsimile transmission, or by United States Mail,
as a registered or certified item, return receipt requested.  Notices
delivered by mail shall be deemed given when deposited in a post office or other
depository under the care or custody of the United States Postal Service,
enclosed in a wrapper with proper postage affixed, addressed as
follows:





Seller:
            Summit
      at Winter Park Land Co., LLC


7211
South Peoria Street, Suite 200


Englewood,
CO  80112


Attn:  Richard
F. Nipert


Telephone:  (303)
414-7620


Fax:  (303)
414-7630





Purchaser:
            Silverleaf
      Resorts, Inc.


1221
River Bend Drive, Suite 120


Dallas,
Texas  75247


Telephone
No.:  (214) 631-2266


Facsimile
No.:  (214) 905-0514





With required copy
      to:
            George
      R. Bedell, Esq.


Meadows,
Owens, Collier, Reed, Cousins & Blau, L.L.P.


901 Main
Street, Suite 3700


Dallas,
Texas  75202


Telephone
No.:  (214) 749-2448


Facsimile
No.:  (214) 747-3732








ARTICLE
XVI


REMEDIES





In the event that Seller fails to
timely comply with all conditions, covenants and obligations of Seller
hereunder, such failure shall be an event of default and Purchaser shall have
the option (i) to terminate this Contract by providing written notice thereof to
Seller, in which event the Earnest Money (less $100.00) shall be returned
immediately to Purchaser and the parties hereto shall have no further
liabilities or obligations one unto the other; (ii) to waive any defect or
requirement and close this Contract; or (iii) sue Seller for specific
performance.




In the event that Purchaser fails to
timely comply with all conditions, covenants, and obligations Purchaser has
hereunder, such failure shall be an event of default, and Seller's sole remedy
shall be to retain the Earnest Money.  The Earnest Money is agreed
upon by and between the Seller and Purchaser as liquidated damages due to the
difficulty and inconvenience of ascertaining and measuring actual damages, and
the uncertainty thereof, and no other damages, rights, or remedies shall in any
case be collectible, enforceable, or available to the Seller other than in this
paragraph defined, and Seller shall accept the Earnest Money as Seller's total
damages and relief.





ARTICLE
XVII


ASSIGNMENT





Purchaser may not assign its rights
under this Contract to anyone other than a Permitted Assignee without first
obtaining Seller's prior written approval.  Purchaser may assign its
rights under this Contract to a Permitted Assignee without the prior written
consent of Seller.  For purposes of this Contract, a "Permitted
Assignee" shall mean any partnership, corporation, limited liability company or
other business entity which is an affiliate of Purchaser’s or in which Purchaser
has an ownership interest or which is controlled by Purchaser.  Any
assignment made by Purchaser shall (a) not have the effect of extending the
Inspection Period hereunder or the closing date; and (b) be pursuant to a
written assignment, a copy of which will be provided to Seller.





XVIII


INTERPRETATION AND
APPLICABLE LAW





This Agreement shall be construed and
interpreted in accordance with the laws of the State of
Colorado.  Where required for proper interpretation, words in the
singular shall include the plural; the masculine gender shall include the neuter
and the feminine, and vice versa.  The terms "successors and assigns"
shall include the heirs, administrators, executors, successors, and assigns, as
applicable, of any party hereto.





XIX


AMENDMENT





This Contract may not be modified or
amended, except by an agreement in writing signed by the Seller and the
Purchaser.  The parties may waive any of the conditions contained
herein or any of the obligations of the other party hereunder, but any such
waiver shall be effective only if in writing and signed by the party waiving
such conditions and obligations.




ARTICLE
XX


AUTHORITY





Each person executing this Contract
warrants and represents that he is fully authorized to do so.




ARTICLE
XXI


ATTORNEYS'
FEES





In the event it becomes necessary for
either party to file a suit to enforce this Contract or any provisions contained
herein, the prevailing party shall be entitled to recover, in addition to all
other remedies or damages, reasonable attorneys' fees and costs of court
incurred in such suit.





ARTICLE
XXII


DESCRIPTIVE
HEADINGS





The descriptive headings of the several
paragraphs contained in this Contract are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.





ARTICLE
XXIII


ENTIRE
AGREEMENT





This Contract (and the items to be
furnished in accordance herewith) constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith.  No representation, warranty, covenant, agreement, or
condition not expressed in this Contract shall be binding upon the parties
hereto or shall affect or be effective to interpret, change, or restrict the
provisions of this Contract.





ARTICLE
XXIV


MULTIPLE ORIGINALS
ONLY





Numerous copies of this Contract may be
executed by the parties hereto.  Each such executed copy shall have
the full force and effect of an original executed instrument.





ARTICLE
XXV


ACCEPTANCE





Seller shall have until 5:00 o'clock
p.m., May 2, 2006, to execute and return a fully executed original of this
Contract to Purchaser, otherwise this Contract shall become null and void. Time
is of the essence of this Contract.  The date of execution of this
Contract by Seller shall be the date of execution of this
Contract.  If the final date of any period falls upon a Saturday,
Sunday, or legal holiday under the laws of the State of Colorado, then in such
event the expiration date of such period shall be extended to the next day which
is not a Saturday, Sunday, or legal holiday under the laws of the State of
Colorado.





ARTICLE
XXVI


ESCROW





The Escrow Agent receiving funds is
authorized and agrees by acceptance of them to deposit them promptly, hold same
in escrow and, subject to clearance, disburse them in accordance with the terms
and conditions of this Contract.  Failure of clearance of funds shall
not excuse Purchaser's performance.  If in doubt as to Escrow Agent's
duties or liabilities under the provisions of this Contract, Escrow Agent may,
at Escrow Agent's option, continue to hold the subject matter of the escrow
until the parties mutually agree to its disbursement, or until the judgment of a
court of competent jurisdiction shall determine the rights of the parties or
Escrow Agent may deposit the subject matter of this escrow with the clerk of the
court having jurisdiction over the dispute.  Upon notifying all
parties concerned of such action, all liability on the part of Escrow Agent
shall fully terminate, except to the extent of accounting for any items
previously delivered out of escrow.  Any suit between Purchaser and
Seller where Escrow Agent is made a party because of acting as Escrow Agent
hereunder, or in any suit wherein Escrow Agent interpleads the subject matter of
the escrow, Escrow Agent shall recover reasonable attorney's fees and costs
incurred with the fees and costs charged and assessed as court costs in favor of
the prevailing parties.  The parties agree that the Escrow Agent shall
not be liable to any party or person for misdelivery to Purchaser or Seller of
items subject to this escrow, unless such misdelivery is due to the willful
breach of this Contract by Escrow Agent.





ARTICLE
XXVII


REAL ESTATE
COMMISSION





Seller represents and warrants to
Purchaser that Seller has entered into a separate agreement with Developing
Equities Group, LLC (“Broker”) for the payment of a commission in the event that
this Contract closes and that accordingly Seller will be responsible for the
payment of such commission at the time of closing hereunder.  Seller
hereby represents and warrants to Purchaser that Seller has not contracted or
entered into any agreement with any other real estate broker, agent, finder, or
any other party in connection with this transaction, and that Seller has not
taken any action which would result in any other real estate broker's, finder's,
or other fees or commissions being due or payable to any party with respect to
the transaction contemplated hereby.  Purchaser hereby represents and
warrants to Seller that Purchaser has not contracted or entered into any
agreement with any real estate broker, agent, finder, or any other party in
connection with this transaction, and that Purchaser has not taken any action
which would result in any real estate broker’s, finder’s, or other fees or
commissions being due or payable to any party with respect to the transaction
contemplated hereby.  Each party hereby indemnifies and agrees to hold
the other party harmless from any loss, liability, damage, cost, or expense
(including reasonable attorneys' fees) resulting to the other party by reason of
a breach of the representation and warranty made by such party
herein.  Notwithstanding anything to the contrary contained herein,
the indemnities set forth in this Article XXVII shall survive the
closing.









EXECUTED
on this the 1st day of
May, 2006.








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:
            Manager








EXECUTED on this the _____ day
of _____, 2006.








PURCHASER:SILVERLEAF
      RESORTS, INC.,a
      Texas corporationBy:
            /S/ HARRY J. WHITE, JR.Name:
            Harry J. White, Jr.Its:
            Chief Financial
  Officer








RECEIPT
OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS CONTRACT IS HEREBY
ACKNOWLEDGED:





TITLE
COMPANY:





THE TITLE
COMPANY OF THE ROCKIES, INC.








By:
            /S/ KAJSA M. WIBERGName:
            Kajas M. WibergIts:
            Vice Presidetn








List of
Exhibits to Agreement not filed herewith:





Exhibit
A:  Plat