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                                                                  EXHIBIT 10.50


                         AMENDMENT TO CONTRACT OF SALE


         THIS AMENDMENT TO CONTRACT OF SALE (this "Amendment") is made and
entered into effective as of the 24th day of November, 1998, by and between
BEECH MOUNTAIN LAKES CORPORATION, a Pennsylvania corporation ("Seller"), and
SILVERLEAF RESORTS, INC., a Texas corporation ("Purchaser").

         WHEREAS, on April 24, 1998, Seller and Purchaser entered into that
certain Contract of Sale (the "Contract") pursuant to which Seller agreed to
sell and Purchaser agreed to purchase and pay for certain property of Seller
more particularly described therein (the "Subject Property"); and

         WHEREAS, at Purchaser's request, Seller has agreed to an amendment of
the Contract for the purpose of extending the deadline for closing of the
Contract to December 15, 1998;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree
as follows:

1.       Notwithstanding anything to the contrary contained in the Contract,
         Seller and Purchaser hereby agree that the Closing of the Contract
         shall be held on or before December 14, 1998.

2.       Immediately upon execution of this Amendment by all parties hereto,
         Purchaser shall deliver an additional $50,000.00 in earnest money
         directly to Seller, thereby increasing the earnest money being held by
         Seller in connection with the Contract to $100,000.00. Purchaser shall
         also instruct the Title Company (as defined in the Contract) to
         immediately release to Seller the $50,000.00 in earnest money which
         the Title Company is currently holding pursuant to the Contract.
         Purchaser further acknowledges that the entire $150,000.00 earnest
         money deposit shall be non-refundable except in the event of a default
         by Seller in the performance of Seller's obligations pursuant to the
         Contract; provided, however, that, if the Contract closes, all earnest
         money shall be applied in partial satisfaction of the purchase price
         payable under the Contract.

3.       Purchaser hereby acknowledges that Purchaser has approved the state of
         Seller's title to the Subject Property, and Seller and Purchaser
         hereby agree that the Subject Property will be conveyed to Purchaser
         subject only to the exceptions which are listed in Schedule A attached
         hereto and made a part hereof for all purposes (the "Permitted
         Exceptions").

4.       Except as specifically set forth above, all terms and conditions of
         the Contract shall remain in full force and effect.

5        This Amendment may be executed in counterparts, facsimile copies of
         which, when combined, shall constitute an original.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

                           SELLER:

                           BEECH MOUNTAIN LAKES
                           CORPORATION, a Pennsylvania corporation



                           By: /s/ Kenneth E. Hendrycy                
                              ----------------------------------------
                                   Name: Kenneth E. Hendrycy
                                        ----------------------------------
                                         Its: Vice President
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                            PURCHASER:

                            SILVERLEAF RESORTS, INC., a
                            Texas corporation



                           By: /s/ Robert E. Mead
                              ----------------------------------------
                                   Name: Robert E. Mead
                                        ----------------------------------
                                         Its: CEO
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