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                                                                   EXHIBIT 10.37

                                CONTRACT OF SALE

         This Agreement is entered into by and between MICHAEL J. McDERMOTT and
ELIZABETH R. McDERMOTT (collectively "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 the following
described tracts or parcels of land, together with all and singular the rights
and appurtenances pertaining to such land including any right, title and
interest of Seller in and to adjacent strips or gores, streets, alleys, or
rights-of-way and all rights of ingress and egress thereto:

                 Sixty-one acres, more or less, off the north end of the east
         half of the Northeast Quarter of Section 14, Township 53, Range 33,
         being all that part of said half quarter section lying north of the
         public road; also the Northwest Quarter of the Northeast Quarter of
         Section 14, Township 53, Range 33; also all of the Southeast Quarter
         of Section 11, Township 53, Range 33 in the City of Smithville, Clay
         County, Missouri, containing 260 acres more or less.

Hereafter the aforesaid real property is referred to as the "Land."

         The conveyance by Seller to Purchaser shall also include all
buildings, fixtures and other improvements on the Land (the "Improvements").

         Hereinafter all property being conveyed to Purchaser by Seller
pursuant to this Contract including the Land and the Improvements are sometimes
referred to collectively as the "Subject Property."
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                                   ARTICLE II

                                 PURCHASE PRICE

         The purchase price to be paid by Purchaser to Seller for the Subject
Property shall be the sum of One Million Five Hundred Sixty Thousand and No/100
Dollars ($1,560,000.00).  The purchase price shall be payable all in cash at
the closing.

                                  ARTICLE III

                                 EARNEST MONEY

         Within two (2) business days after final execution of this Contract by
all parties hereto, Purchaser shall deliver Purchaser's check in the amount of
Fifty Thousand and No/100 Dollars ($50,000.00) to Safeco Land Title of Dallas,
5220 Renaissance Tower, 1201 Elm Street, Dallas, Texas  75270, Attn:  John Kerr
(the "Title Company").  The Title Company shall immediately cash the earnest
money check and deposit the proceeds thereof in an interest bearing account,
the earnings from which shall accrue to the benefit of Purchaser (hereinafter
the proceeds of the earnest money check shall be referred to as the "Earnest
Money").

         In the event that this Contract is closed, then all Earnest Money
shall be applied in partial satisfaction of the purchase price.  In the event
that this Contract is not closed, 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 AND PURCHASER

         Within ten (10) days from the date of execution of this Contract,
Seller shall furnish to Purchaser, the following information (collectively, the
"Due Diligence Items"):

                a.        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





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         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.

         During the Inspection Period (defined hereinbelow), Purchaser, at its
sole cost and expense, shall obtain and deliver to Seller copies of the
following (collectively the "Purchaser Due Diligence Items"):

                 a.       An updated survey of the Subject Property dated
         subsequent to the date of execution of this Contract and prepared by a
         licensed professional engineer or surveyor acceptable to Purchaser,
         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 number of
         acres included in 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, that the
         Subject Property does not lie within any flood zone or flood prone
         area, except as indicated thereon; 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; and

                 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 time commencing on the date of
execution of this Contract and expiring on the date of expiration of the
Inspection Period (as defined hereinbelow) within which to review and approve
the status of Seller's title to the Subject Property (the "Title Review
Period").  If the information to be provided to or obtained by Purchaser
pursuant to the provisions of Article IV hereinabove 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





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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."  It is further understood and agreed that any Title Defects which
have been objected to by Purchaser and which are subsequently waived by
Purchaser shall 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; provided, however, that no drilling or other ground penetrations
or physical sampling in any building shall be done without Seller's prior
written consent, which consent shall not be unreasonably withheld or delayed.
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





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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.
If no notice of cancellation is provided by Purchaser prior to the expiration
of the Inspection Period, then this Contract shall remain in full force and
effect and the Title Company shall immediately disburse the $50,000.00 Earnest
Money deposit to Seller; upon such disbursement the $50,000.00 Earnest Money
deposit shall be non-refundable to the Purchaser except in the event of default
by Seller hereunder, but, if this Contract closes, then the $50,000.00 Earnest
Money deposit shall be applied in partial satisfaction of the purchase price.
Purchaser agrees to pay or reimburse to Seller all damages occasioned by
Purchaser's inspection and testing of the Subject Property to the extent such
damages exceed $1,000.00 and in this connection Purchaser acknowledges that the
Subject Property is presently devoted to use as a sod farm and therefore any
damage thereto (such as tire ruts and tire tracks) shall constitute damage for
purposes of this paragraph.


                                  ARTICLE VII

              REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER

         Seller represents and warrants to Purchaser that at closing Seller
will have 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, and at closing, Seller will be in a position to
convey the Subject Property to Purchaser free and clear of all liens,
encumbrances, covenants,





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restrictions, rights-of-way, easements and other such matters affecting title
except for the Permitted Exceptions.

         Seller further covenants and agrees with Purchaser that, from the date
hereof until the closing, neither Seller nor its subsidiaries shall 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 (other than
the Permitted Exceptions) without promptly discharging the same prior to
closing.

         Seller hereby further represents and warrants to Purchaser, to the
best of Seller's knowledge, 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; and

                 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.

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.
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 two
(2) years 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 two (2) year period.





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                                  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; and

                 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 deposit (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 twenty (20) 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.  Purchaser
shall have the right to obtain one sixty (60) day extension of the deadline for
closing by delivering to Seller, prior to the then scheduled closing deadline,
an additional Twenty-Five Thousand and No/100 Dollars ($25,000.00) in
non-refundable Earnest Money.  If Purchaser exercises this right, then the
deadline for closing of this Contract shall be extended by sixty (60) days; the
additional $25,000.00 in Earnest Money which is paid by Purchaser in order to
extend the deadline for closing of this Contract shall be non-refundable to
Purchaser





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except in the event of a default by Seller hereunder, but, if this Contract
closes, then such additional Earnest Money shall be applied in partial
satisfaction of the purchase price payable hereunder.  Upon the expiration of
the first sixty (60) day extension, Purchaser shall have the right to obtain a
second sixty (60) day extension of the deadline for closing by delivering to
Seller, prior to the then scheduled closing deadline, an additional Twenty-Five
Thousand and No/100 Dollars ($25,000.00) in non-refundable Earnest Money.  If
Purchaser exercises this right, then the deadline for closing of this Contract
shall be extended by sixty (60) days; the additional $25,000.00 in Earnest
Money which is paid by Purchaser in order to extend the deadline for closing of
this Contract a second time shall also be non-refundable to Purchaser except in
the event of a default by Seller hereunder, but, if this Contract closes, then
such additional Earnest Money shall also 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 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 marketable 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.        Deliver or cause to be delivered to Purchaser an ALTA
         owner's form of title insurance policy (the "Title Policy") insuring
         Purchaser in the amount of the purchase price that Purchaser has
         acquired good and marketable title to the Subject Property, subject
         only to the Permitted Exceptions.  Purchaser shall be entitled to
         request the Title Company to provide, at Purchaser's sole cost and
         expense, such endorsements (or amendments) to the Title Policy as
         Purchaser may reasonably require so long as such endorsements or
         amendments impose no additional liability on Seller or delay the
         closing.  Purchaser acknowledges and agrees that the Title Policy may
         be actually delivered within a reasonable time following the closing
         so long as Purchaser has received at closing a current binding title
         commitment obligating the Title Company to deliver the Title Policy.
         Purchaser shall pay the premium for a standard owner's form of title
         insurance policy in the amount of the purchase price; the cost of any
         title endorsements required by Purchaser, and the cost of reinsurance
         reasonably required by Purchaser shall also be paid by Purchaser.

                 c.       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.





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                 d.       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, so long as
         such documents do not occasion any cost or charge to Seller.

                                   ARTICLE XI

                       PURCHASER'S OBLIGATIONS AT CLOSING

         At the closing, Purchaser shall deliver to Seller the purchase price
in cash.

                                  ARTICLE XII

                             COSTS AND ADJUSTMENTS

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

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

                 b.       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 pro rata
         portion of such taxes.  Seller's pro rata portion of such taxes shall
         be based upon taxes actually assessed for the current calendar year
         or, if for any reason such taxes for the Subject Property have not
         been actually assessed, such proration shall be based upon the amount
         of such taxes for the immediately preceding calendar year, and
         adjusted by cash settlement when exact amounts are available.
         However, anything herein to the contrary notwithstanding, any tax
         abatement or refund for a period of time prior to closing shall belong
         to 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





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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.

         Notwithstanding anything to the contrary contained herein, the
indemnities set forth in this Article XII shall survive the closing hereunder.

                                  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 XVI

                                    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





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or custody of the United States Postal Service, enclosed in a wrapper with
proper postage affixed, addressed as follows:

         Seller:                        Michael J. McDermott
                                        Elizabeth R. McDermott
                                        8114 N.W. Hillside Drive
                                        Weatherby Lake, Missouri  64152
                                        Telephone No.:  (816) 587-9238

         With Required Copy to:         R. Michael Gunn
                                        3000 Brooktree Lane
                                        Gladstone, Missouri  04117
                                        Telephone No.:  (816) 454-5600
                                        Facsimile No.:  (816) 454-3678

         Purchaser:                     Silverleaf Resorts, Inc.
                                        1221 Riverbend Drive
                                        Suite 120
                                        Dallas, Texas  75247
                                        Attn:  Robert E. Mead
                                        Telephone No.:  (214) 631-1166
                                        Facsimile No.:  (214) 905-0514

         With Required Copy to:         Meadows, Owens, Collier, Reed,
                                        Cousins & Blau, L.L.P.
                                        3700 NationsBank Plaza
                                        901 Main Street
                                        Dallas, Texas  75202
                                        Attn:  George R. Bedell, Esq.
                                        Telephone No.:  (214) 749-2448
                                        Facsimile No.:  (214) 747-3732


                                  ARTICLE XVII

                                    REMEDIES

         In the event that Seller fails to timely comply with all conditions,
covenants and obligations of Seller hereunder, it 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 by the Title Company 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) to sue Seller for specific performance.  Except as otherwise set forth
herein, in no event shall Purchaser have the right to sue Seller 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





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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 (except for damages to sod as discussed in Article VI
hereof), and Seller shall accept the Earnest Money as Seller's total damages
and relief.

                                 ARTICLE XVIII

                                   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 of Purchaser hereunder.  Any such assignment shall not be effective
until Seller has received written notice thereof; further, such assignment
shall not relieve Purchaser of any of its obligations or liabilities hereunder.

                                  ARTICLE XIX

                       INTERPRETATION AND APPLICABLE LAW

         This Agreement shall be construed and interpreted in accordance with
the laws of the State of Missouri and venue for all suits shall be in Circuit
Court in Clay County, Missouri.  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.





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                                   ARTICLE XX

                                   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 XXI

                                   AUTHORITY

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

                                  ARTICLE XXII

                                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 XXIII

                              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 XXIV

                                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





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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 XXV

                            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 XXVI

                                   ACCEPTANCE

         Seller shall have until 5:00 o'clock p.m., February 18, 1998, 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 XXVII

                             REAL ESTATE COMMISSION

         In the event that this Contract closes, but not otherwise, Seller
agrees to pay at closing a real estate commission to Basswood Realty
("Broker"), such commission to be in the amount of five percent (5%) 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, 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
and payable to any other party with respect to the





                                     - 14 -
<PAGE>   15
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, 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 other 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.

                                 ARTICLE XXVIII

                                NON-RECORDATION

         Purchaser agrees and warrants that it will not place of record with
the Clay County Recorder of Deeds Office this Contract or any part of this
agreement or any instrument, memorandum or notice making reference to this
Contract and in the event of any recordation in violation of this Article then
Purchaser shall forfeit any and all rights Purchaser has in the Earnest Money
and further this Contract shall, at Seller's option, be void.

                                  ARTICLE XXIX

                               TAX FREE EXCHANGE

                 a.       Notwithstanding any terms in this Contract to the
         contrary, Seller shall have the right to exchange the Subject Property
         to qualify as a tax-deferred exchange under the provision of Section
         1031 of the Internal Revenue Code of 1986, as amended (the "Code"),
         and the Treasury Regulations thereunder.

                 b.       Purchaser agrees to cooperate with Seller with
         respect to any tax-deferred exchange pursuant to the provisions of
         Section 1031 of the Code and the Treasury Regulations thereunder,
         provided that (i) Purchaser incurs no additional cost, expense or
         delay attributable to the exchange, including attorneys' fees, deed
         excise taxes and recording fees; (ii) Seller agree to indemnify and
         hold Purchaser harmless from and against all liability arising out of
         its cooperation in effecting the exchange as requested by Seller; and
         (iii) Purchaser shall have no personal liability with respect to the
         deferred exchange and shall not be required to purchase any
         replacement property (the "Replacement Property").





                                     - 15 -
<PAGE>   16
                 c.       Seller and Purchaser acknowledge that Purchaser shall
         not be deemed Seller's agent in connection with said exchange.  Seller
         and Purchaser further acknowledge that all agreements in connection
         with performing the Exchange shall be prepared at Seller's expense by
         Seller's counsel.

                 d.       Seller shall have the right to transfer its interests
         under the Agreement to a qualified intermediary (the "Intermediary")
         in accordance with the provisions of Section 1031 of the Code and the
         Treasury Regulations thereunder, and, as a result of that transfer,
         the Intermediary will acquire an equitable interest in the title to
         the Subject Property.

         EXECUTED on this the 18th day of February, 1998.

                                   SELLER:
                                   


                                   /s/ MICHAEL J. MCDERMOTT                
                                   -------------------------------------------
                                   MICHAEL J. MCDERMOTT


                                   /s/ ELIZABETH R. MCDERMOTT             
                                   -------------------------------------------
                                   ELIZABETH R. MCDERMOTT

         EXECUTED on this the 18th day of February, 1998.

                                   PURCHASER:
                                   

                                   SILVERLEAF RESORTS, INC., a Texas corporation



                                   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:

SAFECO LAND TITLE OF DALLAS



By: /s/ J. G. KERR
   --------------------------
Name: J. G. Kerr, V.P.
     ------------------------
Its: Special Projects
    -------------------------
     Senior Commercial Escrow Officer



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