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                                                                 EXHIBIT 10.33

                    SECOND AMENDMENT TO MANAGEMENT AGREEMENT


         THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT (the "Second Amendment")
is entered into as of this 31st day of December, 1997, by and between Master
Club, formerly known as Master Endless Escape Club, a Texas non-profit
corporation ("Master Club"), and Silverleaf Resorts, Inc., a Texas corporation,
f/k/a Silverleaf Vacation Club, Inc., f/k/a Ascension Capital Corporation,
successor by merger to Ascension Resorts, Ltd. ("Manager").


                                    RECITALS

         WHEREAS, Master Club and Manager entered into that certain Management
Agreement dated as of the 28th day of March, 1990 (the "Management Agreement"),
for purposes of establishing certain management services to be provided by
Manager to Master Club and certain resorts, as designated in the Management
Agreement (the "Resorts"); and

         WHEREAS, on December 28, 1993, Master Club and Manager executed that
certain First Amendment to Management Agreement effective as of January 1, 1993
(the "First Amendment") to modify the compensation payable to Manager under the
Management Agreement and to amend certain other provisions of the Management
Agreement;

         WHEREAS, Master Club and Manager now desire to amend the Management
Agreement further to provide for the addition of two additional Resorts to be
subject to the Management Agreement;

         NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars
($10.00), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Master Club and Manager hereby
agree as follows;

         A.      The first two paragraphs of the Recitals of the Management
Agreement are hereby deleted in their entirety and replaced with the following
new paragraphs:

                 WHEREAS, Manager is the current owner and developer of eight
         (8) resorts, four (4) of which are located in Texas and are known as
         Hill Country Resort, Holly Lake, Piney Shores Resort and The Villages,
         three (3) of which are located in Missouri and are known as Holiday
         Hills Resort, Ozark Mountain Resort and Timber Creek Resort, and one
         of which is located in Illinois and is known as Fox River Resort
         (collectively the "Resorts"); and

                 WHEREAS, pursuant to (i) that certain Master Club Agreement
         dated March 28, 1997, executed by and between Master Club and Holiday
         Hills Resort Club, a Missouri non-profit corporation, Ozark Mountain
         Resort Club, a Missouri non-profit corporation, Hill Country Resort
         Club, a Texas non-profit unincorporated association, Holly Lake Resort
         Club, a Texas non-profit
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         unincorporated association, Piney Shores Resort Club, a Texas
         non-profit unincorporated association, and Villages Resort Club, a
         Texas non-profit unincorporated association, (ii) that certain Master
         Club Agreement dated September 25, 1997, by and between Master Club
         and Timber Creek Resort Club, a Missouri non-profit corporation, and
         (iii) that certain Master Club Agreement dated November 13th, 1997, by
         and between Fox River Resort Club, an Illinois non-profit corporation
         (Ozark Mountain Resort Club, Holiday Hills Resort Club, Hill Country
         Resort Club, Holly Lake Resort Club, Piney Shores Resort Club,
         Villages Resort Club, Timber Creek Resort Club and Fox River Resort
         Club are hereinafter collectively referred to as the "Clubs"), the
         Master Club is authorized and appointed by each of the Clubs to
         arrange for centralized management of the Resorts and to implement the
         Program (hereinafter defined) for the benefit of the Clubs; and

         B.      Except as expressly amended hereby, the original terms and
conditions of the Management Agreement and the First Amendment are hereby
ratified and confirmed by Master Club and Manager.  This Second Amendment
inures to the benefit, and is binding upon, the Master Club and Manager and
their respective successors, legal representatives, and assigns.

         C.      This Second Amendment 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 one and the same instrument.

         EXECUTED the 31st day of December, 1997.

                                  MASTER CLUB:

                                  MASTER CLUB, a Texas non-profit corporation

                                  By: /s/ ROBERT G. LEVY
                                     ------------------------------------------
                                  Name: Robert G. Levy
                                       ----------------------------------------
                                  Its:  President
                                      -----------------------------------------


                                  MANAGER:

                                  SILVERLEAF RESORTS, INC., a Texas corporation


                                  By: /s/ SHARON K. BRAYFIELD
                                     ------------------------------------------
                                  Name: Sharon K. Brayfield
                                       ----------------------------------------
                                  Its:  President
                                      -----------------------------------------



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