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                                                                EXHIBIT 10.43

                             MASTER CLUB AGREEMENT


         THIS MASTER CLUB AGREEMENT ("Agreement") is entered into as of the
13th day of November, 1997, by and between Master Club, a Texas non-profit
corporation (the "Master Club"), and Fox River Resort Club, an Illinois
non-profit corporation (the "Club").


                               R E C I T A L S :


         WHEREAS, Silverleaf Resorts, Inc., a Texas corporation ("Silverleaf")
owns and operates seven (7) resorts, four (4) of which are located in Texas and
are known as Hill Country Resort, Holly Lake, Piney Shores Resort and The
Villages and three (3) of which are located in Missouri and are known as
Holiday Hills Resort, Ozark Mountain Resort and Timber Creek Resort
(collectively the "Resorts" and individually a "Resort"); and

         WHEREAS, each of the Resorts formed an association to govern, maintain
and administer each Resort and are known as Hill Country Resort Club, a Texas
non-profit unincorporated association, Holly Lake Resort Club, a Texas
non-profit unincorporated association, Piney Shores Resort Club, a Texas
non-profit unincorporated association, Villages Resort Club, a Texas non-profit
unincorporated association, Holiday Hills Resort Club, a Missouri non-profit
corporation, Ozark Mountain Resort Club, a Missouri non-profit corporation, and
Timber Creek Resort Club, a Missouri non-profit corporation (the "Other
Clubs");

         WHEREAS, Silverleaf created and established a program referred to as
the Endless Escape Bonus Time Program (the "Program") pursuant to which each
member of the Other Clubs is entitled, at no additional charge, (i) to vacation
at each member's respective Resort more frequently and, under certain
circumstances, during use periods not already owned by that member, and (ii) to
vacation at the other Resorts owned by Silverleaf and participating in the
Program; and

         WHEREAS, Silverleaf created the Master Club for the purpose of
implementing and administering the Program and more efficiently managing the
various Resorts owned by Silverleaf which participate in the Program;

         WHEREAS, on March 28, 1990, and September 25, 1997, the Master Club
entered into Master Club Agreements with the Other Clubs setting forth the
duties and responsibilities of the Master Club with regard to the Other Clubs;
and

         WHEREAS, on November 11, 1997, pursuant to the Declaration of
Restrictions, Covenants and Conditions more particularly described in Exhibit
"A" attached hereto and made a part hereof for all purposes (the
"Declaration"), an eighth timeshare project





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was created called "Fox River Resort" (the "Project"), and the Club was created
for the care, maintenance and administration of the Project; and

         WHEREAS, the Club desires to enter into a Master Club Agreement with
the Master Club similar to the March 28, 1990 and September 25, 1997 Master
Club Agreements between the Master Club and the Other Clubs; and

         WHEREAS, the Club acknowledges and agrees that membership in the
Master Club and the execution of this Agreement are to its benefit and
advantage; and

         WHEREAS, the Club and the Master Club desire to enter into this
Agreement in order to set forth the responsibilities and duties of the Master
Club with regard to the Club and the Project;

         NOW, THEREFORE, in order to carry out the desire of the Club and the
Master Club, and for and in consideration of Ten and No/100 Dollars ($10.00),
the covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Club and the Master Club hereby covenant and agree as follows:

         1.      The Master Club shall have the following responsibilities and
                 duties for the benefit of the Club and the Project governed
                 thereby:

                 (a)      Maintain a centralized reservation system for the
                          Project and all Resorts;

                 (b)      Achieve costs savings by purchasing goods and
                          services for the Project and all Resorts as a group 
                          rather than having the Project and each Resort 
                          purchase its goods and services on an individual
                          basis;

                 (c)      Maintain a centralized management of the Project and
                          the entire Resort system;

                 (d)      Provide accounting, legal and other administrative
                          services for the Project and entire Resort system;

                 (e)      Implement and administer the Program in accordance
                          with the rules and regulations of the Program; and

                 (f)      Pay all costs and expenses incurred at the Project
                          and each Resort individually as well as any 
                         system-wide costs and expenses.





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         2.      In order to enable the Master Club to perform the
                 responsibilities and duties described hereinabove, the Club
                 agrees to pay to the Master Club the following amounts as a
                 fee to the Master Club for the services rendered by the Master
                 Club for the benefit of the Club:  (i) all dues, assessments,
                 late charges and other amounts levied against and collected
                 from its respective members pursuant to the Declaration, plus
                 (ii) all other income generated by the Club.  The Master Club
                 will use its fee collected from the Club to pay (i) the
                 individual common expenses of the Project, and (ii) the
                 system- wide costs and expenses of administering and
                 maintaining the Master Club and operating and managing the
                 Club including, but not limited to, expenses for accounting,
                 legal services, administration, payroll, and management of the
                 entire resort system.

         3.      This Agreement shall be in full force and effect in
                 perpetuity.  Notwithstanding the foregoing, however, this
                 Agreement shall be terminated upon the cessation of legal
                 existence of the Master Club or, alternatively, of the Club,
                 and the surviving party or parties, if any, shall in such
                 event have no further obligations hereunder.

         4.      This Agreement inures to the benefit of, and is binding upon,
                 the Master Club and the Club and their respective successors,
                 legal representatives and assigns.

         5.      This Agreement 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 on and
                 the same instrument.

         6.      All capitalized terms not otherwise defined herein shall have
                 the meaning given to such terms in the Declarations.


                                     MASTER CLUB:

                                     MASTER CLUB, a Texas non-profit corporation



                                     By:
                                     Its: /s/ ROBERT G. LEVY
                                         -------------------------------------






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                                 CLUB:

                                 FOX RIVER RESORT CLUB, an Illinois 
                                 non-profit corporation



                                 By: /s/ HOWARD KITCHEN
                                    ------------------------------------------

                                    Howard Kitchen, Director



                                 By: /s/ ROBERT G. LEVY
                                    ------------------------------------------

                                    Robert G. Levy, Director



                                 By: /s/ DAN BERG                               
                                    ------------------------------------------

                                    Dan Berg, Director




                                 By: /s/ DANA CALLAWAY
                                    -------------------------------------------

                                    Dana Callaway, Director
                


                                 By: /s/ MARIE RASSO
                                    -------------------------------------------

                                    Marie Rasso, Director






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                       LIST OF EXHIBITS TO EXHIBIT 10.43


Exhibit A                Declaration of Restrictions, Covenants and Conditions
                         for Fox River Resort


The above-listed exhibit is omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted exhibit to the Commission upon
request.


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