**CONTRACT
      OF SALE**





This
      Contract is entered into by and between **VIRGIL
      M. CASEY, TRUSTEE OF THE CASEY FAMILY TRUST DATED JUNE 3,
      1992** ("Seller"), and **SILVERLEAF
      RESORTS, INC.** ("Purchaser").




**WITNESSETH** **:**




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 that certain tract or parcel
      of
      land situated in Taney County, Missouri, said tract containing approximately
      80.713 acres and being more particularly described in 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 Nine Hundred Fifty Thousand and No/100 Dollars ($950,000.00).
      The
      purchase price shall be payable in the following manner:


A.  $230,000.00
      of the total purchase price shall be payable in cash at the closing,
      less  any
      earnest money deposits retained by Seller;





B.  The
      balance of the purchase price shall be paid by Purchaser’s execution
      and  delivery
      at the closing of a promissory note (the “Note”) payable to Seller in
      the original
      principal amount of $720,000.00. The Note shall provide and be secured
      as  follows:








(i)
              The
                  Note shall bear interest from date of execution at the rate of
                  six
                  (6%)percent
                  per annum;
 
 (ii)
              The
                  Note shall be payable over a period of four (4) years in four successive
                  annual installments, the first of such installments to be due and
                  payable
                  on the first (1st)
                  anniversary of the date of execution of the Note, and a like installment
                  to be due and payable on each anniversary of the date of execution
                  of the
                  Note thereafter until the Note is paid in full; the first three
                  (3) of
                  such installments shall be in the amount of $180,000.00 of principal
                  plus
                  all then accrued but unpaid interest on the outstanding principal
                  balance
                  of the Note; the fourth (4th)
                  and final installment shall be in the amount of the then remaining
                  unpaid
                  principal balance of the Note plus all then accrued but unpaid
                  interest
                  thereon;





(iii)
            The
                Note shall provide that it may be prepaid at any time, in whole or
                in
                part, without premium or penalty; any partial prepayment shall be
                applied
                to the principal due on the Note;





(iv)
            The
                Note shall further provide that the execution thereof shall impose
                upon
                Purchaser no personal liability whatsoever for payment of the indebtedness
                evidenced thereby, or any sum owed under the Deed of Trust (as defined
                hereinbelow) which will secure payment of the Note and the Seller
                shall
                seek no personal judgment against Purchaser for the payment of the
                debt
                evidenced by the Note or any deficiency arising from a foreclosure
                sale
                under the Deed of Trust, it being understood and agreed that the
                sole
                recourse of Seller for collection of the Note shall be against the
                Subject
                Property described in the Deed of
                Trust;





(v)
            The
                Deed of Trust shall contain a covenant and prohibition on the part
                of the
                Purchaser against disturbing and/or removing any timber, dirt, gravel,
                or
                rock from the Subject Property until the same is released from the
                Deed of
                Trust.








(vi)
            The
                Note shall be secured by a first Deed of Trust (the “Deed of Trust”) to be
                executed in Seller’s favor at the closing; both the Note and the Deed of
                Trust shall provide that, upon the occurrence of a default thereunder,
                Seller must provide Purchaser with written notice thereof, and permit
                Purchaser to have ten (10) days from the date of the notice within
                which
                to cure the default before exercising any of Seller’s remedies thereunder;





(vii)
            The
                Deed of Trust shall provide that Purchaser may from time to time
                obtain
                partial releases of the Subject Property from the lien created therein
                upon payment of a partial release price as
                follows:





(a)  The
      West
1⁄2 of the SW 1⁄4 of the SW 1⁄4 of Section 2 and the West 1⁄2 of the NW 1⁄4 of the NW 1⁄4 of
      Section 11 lying North of the Hollister-Kirbyville Road shall be released upon
      payment of the first annual principal and interest payment set out in said
      Note;
      and





(b)  The
      East
1⁄2 of the SW 1⁄4 of the SW 1⁄4 of Section 2 and the East 1⁄2 of the NW 1⁄4 of the NW 1⁄4 of
      Section 11 lying North of the Hollister-Kirbyville Road shall be released upon
      payment of the second annual principal and interest payment set out in said
      Note; and





(c)  The
      West
1⁄2 of the SE 1⁄4 of the SW 1⁄4 of Section 2 shall be released upon payment of the
      third annual principal and interest payment as set out in said
      Note.





The
                partial releases shall be made by Seller in the order and sequence
                as set
                out in clauses (a), (b) and (c) above with the remainder of the Subject
                Property being released when the Note is paid in
                full.





(viii)
            The
                Deed of Trust shall name Clay Cantwell as the Trustee and the holder
                of
                the Deed of Trust shall retain the power to remove the Trustee and
                name a
                successor Trustee at any time and from time to time pursuant to the
                Deed
                of Trust.





(ix)
            Both
                the Note and the Deed of Trust shall otherwise be in form and substance
                satisfactory to counsel for Seller and Purchaser.





**ARTICLE
      III**


**EARNEST
      MONEY**





Within
      two (2) business days after final execution of this Contract by all parties
      hereto, Purchaser shall deliver to Tri-Lakes Title Co., Inc. (the "Escrow Agent"
      or the "Title Company"), whose address is P.O. Box J, Branson, Missouri 65616,
      a
      check payable to the order of the Title Company in trust in the amount of Fifty
      Thousand and No/100 Dollars ($50,000.00) ("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 so long as
      Purchaser is not in default under the terms of this Contract. If Purchaser
      defaults under the terms of this Contract, all interest accruing on the Earnest
      Money shall accrue to the benefit of Seller.







In
      the
      event that this Contract is closed, then all Earnest Money shall be applied
      in
      partial satisfaction of the purchase price 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
      Five Thousand Dollars ($5,000.00) 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
      ten (10) days after the Purchaser’s deposit of its Earnest Money hereunder,
      Seller shall deliver, or cause to be delivered, to Purchaser a copy of the
      survey dated October 31, 2000, prepared by Rozell Survey Company of Branson,
      Missouri (“the “Survey”). Within twenty (20) days from the date of execution of
      this Contract, Purchaser, at Purchaser’s sole cost and expense, shall obtain and
      deliver to Seller copies of the following (collectively, the "Due Diligence
      Items"):




a.  An
      updated or recertified Survey of the Subject Property which Survey shall be
      dated subsequent to the date of execution of this Contract and which Survey
      shall: (a) include a metes and bounds legal description of the Subject Property;
      (b) accurately show all improvements, encroachments and uses and accurately
      show
      all easements and encumbrances visible or listed on the Title Commitment
      (identifying each by recording reference if applicable); (c) recite the exact
      number of square feet included within the Subject Property and within each
      building, if any, located on the Subject Property; (d) state whether the Subject
      Property (or any portion thereof) lies within a flood zone or flood prone area;
      (e) contain a certificate verifying that the Survey was made on the ground,
      that
      the Survey is correct, that there are no improvements, encroachments, easements,
      uses or encumbrances except as shown on the survey plat, that the area
      represented for the Subject Property has been certified by the surveyor as
      being
      correct and that the Subject Property does not lie within any flood zone or
      flood prone area, except as indicated thereon, that the Subject Property has
      access to public streets as indicated thereon, and otherwise be in the form
      of Exhibit
      "B" attached
      hereto and made a part hereof; and (f) otherwise be in form sufficient for
      the
      amendment of the boundary exception by the Title Company. Unless otherwise
      agreed by Seller and Purchaser, the metes and bounds description contained
      in
      the Survey shall be the legal description employed in the documents of
      conveyance of the Subject Property;








b.  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 sixty (60) days following the date of execution of this
      Contract within which to review and approve the information to be obtained
      by
      Purchaser pursuant to subparagraphs (a) and (b) of Article IV (the "Title Review
      Period"). If the information to be obtained pursuant to subparagraphs (a) and
      (b) of Article IV 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 his 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." The
      provisions hereof to the contrary notwithstanding, that certain power line
      easement in favor of Empire District Electric Company recorded in Book 248,
      Page 1681, Taney County Deed Records, and that certain Sanitary Sewer Easement
      in favor of Taney County Regional Sewer District recorded in Book 343, Page(s)
      3252-3253, Taney County Deed Records are hereby deemed 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 $5,000.00) shall be immediately returned to Purchaser by the Title
      Company, and thereafter neither Seller nor Purchaser shall have any continuing
      obligations one unto the other; provided, however, Purchaser shall restore
      the
      Property to its condition as existed upon the execution date of this
      Contract.







**ARTICLE
      VII**


**REPRESENTATIONS,
      WARRANTIES, AND COVENANTS OF SELLER**





Seller
      represents and warrants to Purchaser that Seller will have at closing 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
      closing, 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
      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
      closing, 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 the closing hereunder and shall
      survive the 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 closing of this Contract
      only for a period of one (1) year 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 one (1) year period.







**ARTICLE
      VIII**


**CONDITIONS
      PRECEDENT TO CLOSING**





The
      obligation of Purchaser to close this Contract shall, at the option of
      Purchaser, be subject to the following 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 closing, and Seller shall not have on or prior to 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 by closing, Purchaser may terminate this
      Contract by written notice to Seller whereupon this Contract shall be cancelled,
      the Earnest Money (less $5,000.00) shall be returned to Purchaser, and
      thereafter neither Seller nor Purchaser shall have any continuing obligations
      one unto the other.







**ARTICLE
      IX**


**CLOSING**





The
      closing hereunder shall take place at the offices of the Title Company. The
      closing shall occur on or before ninety (90) 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 closing. Seller and Purchaser hereby
      agree
      that Purchaser shall have the right to obtain one sixty (60) day extension
      of
      the deadline for closing hereunder by delivering to Seller a non-refundable
      extension fee in the amount of $100,000.00 ("Extension Fee"). The Extension
      Fee
      shall be paid directly to Seller and shall not be subject to any escrow. If
      Purchaser exercises this right, then the deadline for closing hereunder shall
      be
      extended by sixty (60) days. The $100,000.00 extension fee that must be paid
      by
      Purchaser in order to extend the deadline for closing hereunder by sixty (60)
      days shall be non-refundable to Purchaser but, if this Contract closes, shall
      be
      applied in partial satisfaction of the purchase price payable
      hereunder.







**ARTICLE
      X**


**SELLER'S
      OBLIGATIONS AT CLOSING**





At
      the
      closing, Seller shall do the following:




a.  Deliver
      to Purchaser a special warranty deed covering the Subject Property, 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 Subject Property, free and clear of all liens,
      rights-of-way, easements, and other matters affecting title to the Subject
      Property, except for the Permitted Exceptions.





b.  Furnish
      to Purchaser, at Seller's sole expense, a "marked-up" title commitment to be
      followed by 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 Missouri, insuring good and marketable
      fee
      simple title to the Subject Property in the Purchaser, in the amount of the
      purchase price 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
      closing, Purchaser shall deliver to Seller the following:




(A)  The
      cash
      portion of the purchase price;


(B)  The
      Note
      duly executed by Purchaser; and


(C)  The
      Deed
      of Trust duly executed and acknowledged by Purchaser and in a
      form ready
      for
      recording.





**ARTICLE
      XII**


**COSTS
      AND ADJUSTMENTS**





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




a.  Ad
      valorem taxes for the Subject Property 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 taking into account the maximum allowable discount.





b.  Any
      real
      estate transfer taxes or sales taxes that are payable in connection  with
      the
      sale of the Subject Property shall be paid in full by Seller.





c.  All
      other
      closing costs including, but not limited to, recording and escrow fees shall
      be
      divided equally between Seller and Purchaser; provided; however, that Seller
      and
      Purchaser shall 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 the Property free and clear of all uses and encroachments, except the
      Permitted Exceptions, shall be delivered to Purchaser at closing.




**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:
              Clay CantwellAttorney
                  for the Trustee of the Casey Family Trust
                115
                  West Atlantic
                Branson,
                  Missouri 65616Purchaser:
              Silverleaf
                  Resorts, Inc.
                1221
                  River Bend, Suite 120
                Dallas,
                  TX 75247
                Attn:
                  Robert E. Mead
                Telephone:
                  (214) 631-1166
                Fax:
                  (214) 905-0514With a copy to:
              George
                  R. Bedell
                901
                  Main Street, Suite 3700
                Dallas,
                  Texas 75202
                Telephone:
                  (214) 749-2444
                Fax:
                  (214) 744-3732







**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
      $5,000.00) 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 or for damages.




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 receive 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
      shall have the right to nominate who shall take title and who shall succeed
      to
      Purchaser's duties and obligations hereunder, or assign this Contract to any
      person, firm, corporation, or other entity which Purchaser may, at Purchaser's
      sole option, choose, and from and after such nomination or assignment, wherever
      in this Contract reference is made to Purchaser such reference shall mean the
      nominee or assignee who shall succeed to all the rights, duties, and obligations
      of Purchaser hereunder. In the event the Contract is assigned to a firm or
      corporation, prior to Closing Purchaser shall provide Seller with proof of
      the
      legal existence of such assignee together with its mailing address and social
      security number or tax identification number.





**XVIII**


**INTERPRETATION
      AND APPLICABLE LAW**





This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of Missouri. Jurisdiction and venue of any legal action shall be in Taney
      County and such jurisdiction and venue are hereby accepted by Seller, Purchaser
      and any assignee of Purchaser. 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., June 3, 2005, 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 Missouri, 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 Missouri.





**ARTICLE
      XXVI**


**REAL
      ESTATE COMMISSION**





In
      the
      event this Contract closes, but not otherwise, Purchaser agrees to pay a real
      estate commission to Benny Kirkpatrick of Carol Jones Realtors (“Purchaser
      Broker”), such commission to be in the amount of five (5%) percent of the
      purchase price payable hereunder, and Seller agrees to pay a real estate
      commission to Janice R. James of Re-Max Associated Brokers,
      Inc. (“Seller Broker”), such commission to be in the amount of four percent (4%)
      of the purchase price payable hereunder. Seller represents and warrants to
      Purchaser that Seller has not contacted or entered into any agreement with
      any
      other real estate broker, agent, or finder in connection with this transaction
      (other than Seller Broker), 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 and 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 other real estate broker,
      agent, finder, or any other party in connection with this transaction (other
      than Purchaser Broker), and that Purchaser 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. 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 XXVI shall survive the closing.







**ARTICLE
      XXVII**


**AGENCY
      DISCLOSURE**





Seller
      Broker is acting as agent for the Seller and owes no fiduciary duty or
      obligation to any other party to this Contract and the Purchaser Broker
      represents Purchaser and owes no fiduciary duty or obligation to any other
      party
      to this Contract.





EXECUTED
      on this the 31st day of May, 2005.





**SELLER** **:**




/S/
      VIRGIL M.
      CASEY


VIRGIL
      M.
      CASEY


Trustee
      of the Casey Family Trust dated June 3, 1992




/S/
      CHARLES R.
      CASEY


/S/
      RON
      CASEY


/S/
      RONALD D.
      CASEY





EXECUTED
      on this the 24 TH day of
      May, 2005.





**PURCHASER** **:**





**SILVERLEAF
      RESORTS, INC.**





By: /S/
      ROBERT E.
      MEAD





Name: Robert E.
      Mead




Its:CEO




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





**TITLE
      COMPANY** **:**





TRI-LAKES
      TITLE CO., INC.




By:


Name:


Its:





Exhibits
      to Agreement not filed herewith:





Exhibit
      A: Property Description


Exhibit
      B: Surveyor's Certification