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                                                                   Exhibit 10.55

                             2003 STOCK OPTION PLAN
                                       FOR
                            SILVERLEAF RESORTS, INC.

         This 2003 Stock Option Plan (the "Plan") is established by Silverleaf
Resorts, Inc. (the "Company"), a Texas corporation, and adopted by the Company
as of the 1st day of August, 2003.

                                    ARTICLE I
                               GENERAL PROVISIONS

         SECTION 1.1 PURPOSE OF THE PLAN. The Company desires to afford certain
of its directors, officers and key employees and the directors, officers and key
employees of any subsidiary corporation or parent corporation of the Company who
are responsible for the continued growth of the Company, an opportunity to
acquire a proprietary interest in the Company, and thus to create in such
directors, officers and key employees an increased interest in and a greater
concern for the welfare of the Company. The Company, by means of the Plan, seeks
to retain the services of persons now holding key positions and to secure the
services of persons capable of filling such positions.

         SECTION 1.2 SEPARATE INDUCEMENT. The stock options ("Options") offered
pursuant to the Plan are a matter of separate inducement and are not in lieu of
any salary or other compensation for the services of any director, officer or
key employee.

         SECTION 1.3 TYPES OF OPTIONS. The Options granted under the Plan are
intended to be either incentive stock options ("Incentive Options") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or options that do not meet the requirements for Incentive Options
("Non-Qualified Options"), but the Company makes no warranty as to the
qualification of any Option as an Incentive Option.

         SECTION 1.4 SHAREHOLDER APPROVAL. The Plan shall terminate if the
shareholders of the Company have not approved the Plan within twelve (12) months
of the date the Plan was adopted by the Company.

                                   ARTICLE II
                       AMOUNT OF STOCK SUBJECT TO THE PLAN

         SECTION 2.1 AGGREGATE NUMBER OF SHARES. The total number of shares of
common stock of the Company which may be purchased pursuant to the exercise of
Options granted under the Plan shall not exceed, in the aggregate, 2,209,614
shares of the authorized common stock, $0.01 par value per share, of the Company
(the "Shares").

         SECTION 2.2 SOURCE OF SHARES. Shares which may be acquired under the
Plan may be either authorized but unissued Shares, Shares of issued stock held
in the Company's treasury, or both, at the discretion of the Company. If and to
the extent that Options granted under the Plan expire or terminate without
having been exercised, new Options may be granted with respect to the Shares
covered by such expired or terminated Options, provided that the grant and the
terms of such new Options shall in all respects comply with the provisions of
the Plan.

                                   ARTICLE III
                       EFFECTIVE DATE AND TERM OF THE PLAN

         SECTION 3.1 EFFECTIVE DATE. The Plan shall become effective on the date
(the "Effective Date") on which it is adopted by the board of directors of the
Company (the "Board of Directors"); provided, however, that if the Plan is not
approved by the shareholders of the Company within twelve (12) months before or
after the Effective Date, the Plan and any Options granted thereunder shall
terminate.

         SECTION 3.2 DURATION OF PLAN AND GRANTING OF OPTIONS. The Company may,
from time to time during the period beginning on the Effective Date and ending
on the earlier of such date as is 10 years after the Effective Date or is 10
years after the Plan is approved by the Shareholders (the "Termination Date"),
grant to persons eligible to participate in the Plan Options under the terms of
the Plan. Options granted prior to the Termination Date may extend beyond that
date, in accordance with the terms thereof.

         SECTION 3.3 PARENT AND SUBSIDIARY DEFINED. As used in the Plan, the
terms "subsidiary corporation" and "parent corporation" shall have the meanings
ascribed to such terms, respectively, in Sections 424(f) and 424(e) of the Code.
<PAGE>

         SECTION 3.4 PARTICIPANT DEFINED. An employee, officer or director to
whom Options are granted hereunder may be referred to herein as a "Participant."

                                   ARTICLE IV
                                 ADMINISTRATION

         SECTION 4.1 COMPENSATION COMMITTEE. The Board of Directors shall
designate a Compensation Committee (the "Committee"), which shall consist of no
fewer than two directors, to administer the Plan. At least two members of the
Committee shall be "non-employee directors" within the meaning of Rule 16b-3 (or
any successor rule or regulation) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").

         SECTION 4.2 QUORUM AND MAJORITY. A majority of the members of the
Committee shall constitute a quorum, and the act of a majority of the members of
the Committee shall be the act of the Committee.

         SECTION 4.3 REMOVAL AND VACANCIES. Any member of the Committee may be
removed at any time either with or without cause by resolution adopted by the
Board of Directors, and any vacancy on the Committee may at any time be filled
by resolution adopted by the Board of Directors.

         SECTION 4.4 ACTIONS BY BOARD. Any or all powers and functions of the
Committee may at any time and from time to time be exercised by the Board of
Directors. Any reference in the Plan to the Committee shall be deemed also to
refer to the Board of Directors, to the extent that the Board of Directors is
exercising any of the powers and functions of the Committee.

         SECTION 4.5 AUTHORITY OF COMMITTEE. Subject to the express provisions
of the Plan, the Committee shall have the authority, in its discretion, to:

                  (a) determine the directors, officers and employees to whom
         Options shall be granted, the time when such Options shall be granted,
         the number of Shares which shall be subject to each Option, the
         purchase price or exercise price of each Share which shall be subject
         to each Option, the period(s) during which such Options shall be
         exercisable (whether in whole or in part), and the other terms and
         provisions of the respective Options (which need not be identical);

                  (b) construe the Plan and Options granted thereunder;

                  (c) prescribe, amend and rescind rules and regulations
         relating to the administration of the Plan; and

                  (d) make all other determinations necessary or advisable for
         administering the Plan.

         SECTION 4.6 NONCOMPETITION. Without limiting the foregoing, the
Committee also shall have the authority to require, in its discretion, as a
condition of the granting of any Option, that the Participant agree that in the
event of termination of directorship, office or employment of such Participant,
other than as a result of dismissal without cause, such Participant will not,
for a period to be fixed at the time of the grant of the Option, enter into any
employment or participate directly or indirectly in any business or enterprise
which is competitive with the business of the Company or any subsidiary
corporation or parent corporation of the Company, or enter into any employment
in which such employee will be called upon to utilize special knowledge obtained
through directorship, office or employment with the Company or any subsidiary
corporation or parent corporation thereof.

         SECTION 4.7 DISCRETION OF COMMITTEE. The determination of the Committee
on matters referred to in this Article IV shall be conclusive.

         SECTION 4.8 CONSULTANTS. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. Expenses
incurred by the Committee in the engagement of such counsel, consultant or agent
shall be paid by the Company.

         SECTION 4.9 NO LIABILITY FOR GOOD FAITH DECISIONS. No member or former
member of the Committee or of the Board of Directors shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option.
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                                    ARTICLE V
                                   ELIGIBILITY

         SECTION 5.1 NON-QUALIFIED PARTICIPANTS. Non-Qualified Options may be
granted only to directors, officers and other salaried key employees of the
Company, or of any subsidiary corporation or parent corporation of the Company
now existing or hereafter formed or acquired, except as hereinafter provided.

         SECTION 5.2 INCENTIVE OPTION PARTICIPANTS. An Incentive Option may be
granted only to salaried key employees of the Company or any subsidiary
corporation or parent corporation of the Company now existing or hereafter
formed or acquired, and not to any director or officer who is not also an
employee.

         SECTION 5.3 RETIRED EMPLOYEES. Any person who shall have retired from
active employment by the Company, although such person shall have entered into a
consulting contract with the Company, shall not be eligible to receive an
Option.

                                   ARTICLE VI
                   LIMITATION ON EXERCISE OF INCENTIVE OPTIONS

         SECTION 6.1 EXCESSIVE INCENTIVE OPTIONS. Except as otherwise provided
under the Code, to the extent that the aggregate fair market value of Shares
with respect to which Incentive Options are exercisable for the first time by an
employee during any calendar year (under all stock options plans of the Company
and any parent corporation or subsidiary corporation of the Company) exceeds
$100,000.00, such Options shall be treated as Non-Qualified Options.

         SECTION 6.2 DEFINITIONS FOR LIMITATION. For purposes of the limitation
set forth in Section 6.1:

                  (a)      the fair market value of Shares is determined as of
                           the time the Option is granted;

                  (b)      the limitation will be applied by taking into account
                           Options in the order in which they were granted; and

                  (c)      Incentive Options granted before 1987 shall not be
                           taken into account.

                                   ARTICLE VII
                           OPTIONS: PRICE AND PAYMENT

         SECTION 7.1 PURCHASE PRICE OF NON-QUALIFIED OPTIONS. The purchase price
for each Share purchasable under any Non-Qualified Option granted hereunder
shall be such amount as the Committee shall deem appropriate, but not less than
the par value thereof, if any.

         SECTION 7.2 PURCHASE PRICE OF INCENTIVE OPTIONS. The purchase price for
each Share purchasable under any Incentive Option granted hereunder shall be
such amount as the Committee shall, in its best judgment, determine to be not
less than one hundred percent (100%) of the fair market value per Share on the
date the Option is granted; provided, however, that in the case of an Incentive
Option granted to a Participant who, at the time such Incentive Option is
granted, owns stock of the Company or any subsidiary corporation or parent
corporation of the Company possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any
subsidiary corporation or parent corporation of the Company, the purchase price
for each Share shall be such amount as the Committee shall, in its best
judgment, determine to be not less than one hundred ten percent (110%) of the
fair market value per Share at the date the Option is granted. For purposes of
determining such ownership, the attribution rules of Section 424(d) of the Code
shall apply.

         SECTION 7.3 FAIR MARKET VALUE OF SHARES.

                  (a) NATIONAL EXCHANGE: If the Shares are listed on a national
         securities exchange in the United States on any date on which the fair
         market value per Share is to be determined, the fair market value per
         Share shall be deemed to be the average of the high and low quotations
         at which such Shares are sold on such national securities exchange on
         such date. If the Shares are listed on a national securities exchange
         in the United States on such date but the Shares are not traded on such
         date, or such national securities exchange is not open for business on
         such date, the fair market value per Share shall be determined as of
         the closest preceding date on which such exchange shall have been open
         for business and the Shares were traded. If the Shares are listed on
         more than one national securities exchange in the United States on the
         date any such Option is granted, the Committee shall, in good faith,
         determine which national securities exchange shall be used for the
         purpose of determining the fair market value per Share.
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                   (b) PUBLIC MARKET: If a public market exists for the Shares
         on any date on which the fair market value per Share is to be
         determined but the Shares are not listed on a national securities
         exchange in the United States, the fair market value per Share shall be
         deemed to be the mean between the closing bid and asked quotations in
         the over-the-counter market for the Shares on such date. If there are
         no bid and asked quotations for the Shares on such date, the fair
         market value per Share shall be deemed to be the mean between the
         closing bid and asked quotations in the over-the-counter market for the
         Shares on the closest date preceding such date for which such
         quotations are available.

                   (c) NO PUBLIC MARKET: If no public market exists for the
         Shares on any date on which the fair market value per Share is to be
         determined, the Committee shall, in its sole discretion and best, good
         faith judgment, determine the fair market value of a Share.

                  (d) COMMITTEE'S DECISION IS CONCLUSIVE: For purposes of this
         Plan, the determination by the Committee of the fair market value of a
         Share shall be conclusive.

         SECTION 7.4 PAYMENT UPON EXERCISE. Upon the exercise of an Option, the
Company shall cause the purchased Shares to be issued only when it shall have
received the full purchase price for the Shares in cash or by certified check;
provided, however, that in lieu of cash or certified check the Participant may,
if and to the extent the terms of the Option so provide and to the extent
permitted by applicable law, exercise an Option in whole or in part, by
delivering to the Company shares of common stock of the Company (in proper form
for transfer and accompanied by all requisite stock transfer tax stamps or cash
in lieu thereof) owned by such Participant having a fair market value equal to
the purchase price of the Shares as to which the Option is being exercised. The
fair market value of the stock so delivered shall be determined as of the date
immediately preceding the date on which the Option is exercised, or as may be
required in order to comply with or to conform to the requirements of any
applicable laws or regulations.

         SECTION 7.5 USE OF PROCEEDS. The cash proceeds of the sale of Shares
subject to Options are to be added to the general funds of the Company and used
for its general corporate purposes as the Board of Directors shall determine.

                                  ARTICLE VIII
            TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

         SECTION 8.1 TERM OF OPTIONS. Any Option shall be exercisable at such
times, in such amounts and during such period or periods as the Committee shall
determine at the date of the grant of such Option; provided, however, that an
Incentive Option shall not be exercisable after the expiration of ten (10) years
from the date such Option is granted; and provided further that, in the case of
an Incentive Option granted to a Participant who, at the time such Option is
granted, owns stock of the Company or any subsidiary corporation or parent
corporation of the Company possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any
subsidiary corporation or parent corporation of the Company, such Option shall
not be exercisable after the expiration of five (5) years from the date such
Option is granted. For purposes of determining such ownership, the attribution
rules of Section 424(d) of the Code, shall apply.

         SECTION 8.2 ACCELERATION OF TERMS. Subject to the provisions of Section
8.10 and Section 12.2, the Committee shall have the right to accelerate, in
whole or in part, from time to time, conditionally or unconditionally, rights to
exercise any Option.

         SECTION 8.3 EXPIRATION OF OPTIONS. To the extent that an Option is not
exercised within the period of exerciseability specified therein, it shall
expire as to the then unexercised part.

         SECTION 8.4 NO FRACTIONAL SHARES. In no event shall an Option granted
hereunder be exercisable for a fraction of a Share.

         SECTION 8.5 EXERCISE OF OPTIONS. Any Option shall be exercised by the
Participant holding such Option as to all or part of the Shares covered by such
Option by giving written notice of such exercise to the Corporate Secretary of
the Company at the principal business office of the Company, specifying the
number of Shares to be purchased and specifying a business day not more than
fifteen (15) days from the date such notice is given, for the payment of the
purchase price against delivery of the Shares being purchased. Subject to the
terms of Sections 8.8, 11.5, and 12.1 of this Plan, the Company shall cause
certificates for the Shares so purchased to be delivered to the Participant at
the principal business office of the Company, against payment of the full
purchase price, on the date specified in the notice of exercise.

         SECTION 8.6 NONTRANSFERABILITY OF OPTIONS. No Option shall be
transferable, whether by operation of law or otherwise, other than by will or
the laws of descent and distribution, and any Option shall be exercisable,
during the lifetime of the Participant, only by such Participant.
<PAGE>

         SECTION 8.7 EXERCISE BY PARTICIPANT'S ESTATE. If an Option shall be
exercised by the legal representative of a deceased Participant, or by a person
who acquired an Option by bequest or inheritance or by reason of the death of
any Participant, written notice of such exercise shall be accompanied by a
certified copy of letters testamentary or equivalent proof of the right of such
legal representative or other person to exercise such Option.

         SECTION 8.8 PURCHASE FOR INVESTMENT. Except as hereafter provided, a
Participant shall, upon any exercise of an Option, execute and deliver to the
Company a written statement, in form satisfactory to the Company, in which such
Participant represents and warrants that such Participant is purchasing or
acquiring the Shares acquired thereunder for such Participant's own account, for
investment only and not with a view to the resale or distribution thereof, and
agrees that any subsequent offer for sale or sale or distribution of any of such
Shares shall be made only pursuant to either (a) a Registration Statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is current with
regard to the Shares being offered or sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the holder shall, if so requested by the Company, prior to any offer for sale or
sale of such Shares, obtain a prior favorable written opinion, in form and
substance satisfactory to the Company, from counsel for or approved by the
Company, as to the applicability of such exemption thereto. The foregoing
restriction shall not apply to (i) issuances by the Company so long as the
Shares being issued are registered under the Securities Act and a prospectus in
respect thereof is current or (ii) reofferings of Shares by affiliates of the
Company (as defined in Rule 405 or any successor rule or regulation promulgated
under the Securities Act) if the Shares being reoffered are registered under the
Securities Act and a prospectus in respect thereof is current.

         SECTION 8.9 RESTRICTIONS ON TRANSFER OF STOCK. The Company may endorse
such legend or legends upon the certificates for Shares issued upon exercise of
an Option and may issue such "stop transfer" instructions to its transfer agent
in respect of such Shares as, in its discretion, it determines to be necessary
or appropriate to (i) prevent a violation of, or to perfect an exemption from,
the registration requirements of the Securities Act, (ii) implement the
provisions of the Plan and any agreement between the Company and the Participant
with respect to such Shares, or (iii) permit the Company to determine the
occurrence of a disqualifying disposition, within the meaning of Section 421(b)
of the Code, of Shares transferred upon exercise of an Incentive Option granted
under the Plan. No Shares acquired by a Participant pursuant to a Option shall
be sold or otherwise disposed of within a period of six (6) months following the
date of acquisition of such Shares, unless either the grant of the Option is
approved by the Board of Directors, or a committee of the Board of Directors
that is composed solely of two or more non-employee directors as defined in Rule
16b-3 of the Exchange Act, or the grant of the Option is approved or ratified,
in compliance with Section 14 of the Exchange Act, by either: the affirmative
votes of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
applicable laws of the state or other jurisdiction in which the Company is
incorporated, or the written consent of the holders of a majority of the
securities of the Company entitled to vote, provided that such ratification
occurs no later than the date of the next annual meeting of the shareholders.

         SECTION 8.10 SHAREHOLDER APPROVAL. Notwithstanding the provisions of
Section 8.2 and 10.3 hereof, no option granted hereunder may be exercised and no
Optionee will have any right to receive payment upon termination of the Options
granted hereunder, unless the Plan has been approved by the Shareholders of the
Company.

                                   ARTICLE IX
                TERMINATION OF DIRECTORSHIP, OFFICE OR EMPLOYMENT

         SECTION 9.1 EXPIRATION OF OPTIONS UPON TERMINATION. Upon termination of
the directorship, office or employment of any Participant with the Company and
all subsidiary corporations and parent corporations of the Company, any Option
previously granted to the Participant, unless otherwise specified by the
Committee in the Option, shall, to the extent not theretofore exercised,
terminate and become null and void, provided that:

                  (a) if the Participant shall die while serving as a director,
         officer or while in the employ of such corporation or during either the
         three (3) month or one (1) year period, whichever is applicable,
         specified in clause (b) below and at a time when such Participant was
         entitled to exercise an Option as herein provided, the legal
         representative of such Participant, or such person who acquired such
         Option by bequest or inheritance or by reason of the death of the
         Participant, may, not later than one (1) year from the date of death,
         exercise such Option, to the extent not theretofore exercised, in
         respect of any or all of such number of Shares as specified by the
         Committee in such Option; and

                  (b) if the directorship, office or employment of any
         Participant to whom such Option shall have been granted shall terminate
         by reason of the Participant's retirement (at such age or upon such
         conditions as shall be specified by the Committee), disability (as
         described in Section 22(e)(3) of the Code) or dismissal by the employer
         other than for cause (as defined below), and while such Participant is
         entitled to exercise such Option as herein provided, such Participant
         shall have the right to exercise such Option, to the extent not
         theretofore exercised, in respect of any or all of such number of
         Shares as specified by the Committee in such Option, at any time up to
         and including (i) three (3) months after the date of such termination
         of directorship, office or
<PAGE>

         employment in the case of termination by reason of retirement or
         dismissal other than for cause and (ii) one (1) year after the date of
         termination of directorship, office or employment in the case of
         termination by reason of disability.

         SECTION 9.2 NATURAL EXPIRATION OF OPTION. In no event, however, shall
any person be entitled to exercise any Option after the expiration of the period
of exerciseability of such Option as specified therein.

         SECTION 9.3 VOLUNTARY OR FOR CAUSE TERMINATION. If a Participant
voluntarily terminates his directorship, office or employment, or is discharged
for cause, any Option granted hereunder shall, unless otherwise specified by the
Committee in the Option, forthwith terminate with respect to any unexercised
portion thereof.

         SECTION 9.4 "FOR CAUSE" DEFINED. For the purposes of the Plan, the term
"for cause" shall mean (i) with respect to an employee who is a party to a
written agreement with, or, alternatively, participates in a compensation or
benefit plan of the Company or a subsidiary corporation or parent corporation of
the Company, which agreement or plan contains a definition of "for cause" or
"cause" (or words of like import) for purposes of termination of employment
thereunder by the Company or such subsidiary corporation or parent corporation
of the Company, "for cause" or "cause" as defined in the most recent of such
agreements or plans, or (ii) in all other cases, as determined by the Board of
Directors, in its sole discretion, (a) the willful commission by a Participant
of a criminal or other act that causes or probably will cause substantial
economic damage to the Company or a subsidiary corporation or parent corporation
of the Company or substantial injury to the business reputation of the Company
or a subsidiary corporation or parent corporation of the Company; (b) the
commission by a Participant of an act of fraud in the performance of such
Participant's duties on behalf of the Company or a subsidiary corporation or
parent corporation of the Company; (c) the continuing willful failure of a
Participant to perform the duties of such Participant to the Company or a
subsidiary corporation or parent corporation of the Company (other than such
failure resulting from the Participant's incapacity due to physical or mental
illness) after written notice thereof (specifying the particulars thereof in
reasonable detail) and a reasonable opportunity to be heard and cure such
failure are given to the Participant by the Board of Directors; or (d) the order
of a court of competent jurisdiction requiring the termination of the
Participant's employment, directorship or office. For purposes of the Plan, no
act, or failure to act, on the Participant's part shall be considered "willful"
unless done or omitted to be done by the Participant not in good faith and
without reasonable belief that the Participant's action or omission was in the
best interest of the Company or a subsidiary corporation or parent corporation
of the Company.

         SECTION 9.5 EMPLOYMENT DEFINED. For the purposes of the Plan, an
employment relationship shall be deemed to exist between an individual and a
corporation if, at the time of the determination, the individual was an
"employee" of such corporation for purposes of Section 422(a) of the Code. If an
individual is on maternity, military, or sick leave or other bona fide leave of
absence, such individual shall be considered an "employee" for purposes of the
exercise of an Option and shall be entitled to exercise such Option during such
leave if the period of such leave does not exceed ninety (90) days, or, if
longer, so long as the individual's right to reemployment with his employer is
guaranteed either by statute or by contract. If the period of leave exceeds
ninety (90) days, the employment relationship shall be deemed to have terminated
on the ninety-first (91) day of such leave, unless the individual's right to
reemployment is guaranteed by statute or contract.

         SECTION 9.6 TRANSFER OF EMPLOYMENT. A termination of employment shall
not be deemed to occur by reason of (i) the transfer of a Participant from
employment by the Company to employment by a subsidiary corporation or a parent
corporation of the Company or (ii) the transfer of a Participant from employment
by a subsidiary corporation or a parent corporation of the Company to employment
by the Company or by another subsidiary corporation or parent corporation of the
Company.

         SECTION 9.7 RIGHT TO TERMINATE EMPLOYMENT. The Plan shall not impose
any obligation on the Company or on any subsidiary corporation or parent
corporation thereof to continue the employment of any Participant; and it shall
not impose any obligation on the part of any Participant to remain in the employ
of the Company or of any subsidiary corporation or parent corporation thereof.

                                    ARTICLE X
              ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

         SECTION 10.1 ADJUSTMENTS TO CAPITAL STRUCTURE. In the event of any
change in the outstanding Shares through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination or exchange of shares, or other like change in capital structure of
the Company, an adjustment shall be made to each outstanding Option such that
each such Option shall thereafter be exercisable for such securities, cash
and/or other property as would have been received in respect of the Shares
subject to such Option had such Option been exercised in full immediately prior
to such change, and such an adjustment shall be made successively each time any
such change shall occur. The term "Shares" after any such change shall refer to
the securities, cash and/or property then receivable upon exercise of an Option.
In addition, in the event of any such change, the Committee shall make any
further adjustment as may be appropriate to the maximum number of Shares subject
to the Plan, the maximum number of Shares, if any, for which Options may be
granted to any one employee, and the number of Shares and price per Share
subject to outstanding Options as shall be equitable to prevent dilution or
enlargement of rights under such Options, and the determination of the Committee
as to these matters shall be
<PAGE>

conclusive. Notwithstanding the foregoing, (i) each such adjustment with respect
to an Incentive Option shall comply with the rules of Section 424(a) of the
Code, and (ii) in no event shall any adjustment be made which would render any
Incentive Option granted hereunder other than an "incentive stock option" for
purposes of Section 422 of the Code.

         SECTION 10.2 CHANGE IN CONTROL DEFINED. For purposes of the Plan, a
"change in control" of the Company occurs upon the sale of all or substantially
all of the assets of the Company or upon any merger, consolidation or similar
transaction in which the Company is not the surviving corporation.

         SECTION 10.3 EXPIRATION UPON CHANGE IN CONTROL. In the event of a
change in control of the Company (defined above), each Option outstanding
hereunder, the grant of which was approved by the Board of Directors, or a
committee of the Board of Directors that is composed solely of two or more
non-employee directors as defined in Rule 16b-3 of the Exchange Act, or by the
affirmative vote or written consent of the holders of the majority of the
securities of the Company, shall terminate as of the date of the change of
control, and such holder shall receive from the Company, with respect to each
Share subject to such Option, an amount of cash equal to the excess of the fair
market value of such Share immediately prior to the occurrence of such
transaction over the exercise price per Share of such Option. Notwithstanding
anything to the contrary herein, all of the provisions of this Section shall be
subject to the provisions of Section 8.10.

                                   ARTICLE XI
             ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES

         SECTION 11.1 CERTIFICATES; BOOK ENTRY TRANSFER. Upon any exercise of an
Option and payment of the purchase price, a certificate or certificates for the
Shares as to which the Option has been exercised shall be issued by the Company
in the name of the person exercising the Option and shall be delivered to or
upon the order of such person or persons. At the direction of the Optionee and
in lieu of a certificate or certificates, the Company shall issue the Shares by
book-entry transfer to an eligible institution for the account of the Optionee;
provided, however, that Shares that are endorsed with any legend restricting
transfer thereof, may not be issued through book-entry transfer.

         SECTION 11.2 ENDORSEMENTS. The Company may endorse such legend or
legends upon the certificates for Shares issued upon exercise of an Option
granted hereunder and may issue such "stop transfer" instructions to its
transfer agent in respect of such Shares as, in its discretion, it determines to
be necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act, (ii)
implement the provisions of the Plan and any agreement between the Company and
the optionee with respect to such Shares, or (iii) permit the Company to
determine the occurrence of a disqualifying disposition, within the meaning of
Section 421(b) of the Code, of Shares transferred upon exercise of an Incentive
Option granted under the Plan.

         SECTION 11.3 TAXES AND FEES. The Company shall pay all issue or
transfer taxes with respect to the issuance or transfer of Shares, as well as
all fees and expenses incurred by the Company in connection with such issuance
or transfer.

         SECTION 11.4 SHARES FULLY PAID. All Shares issued as provided herein
shall be fully paid and non-assessable to the extent permitted by law.

         SECTION 11.5 WITHHOLDING TAXES. The Company may require an employee
exercising a Non-Qualified Option granted hereunder, or disposing of Shares
acquired pursuant to the exercise of an Incentive Option in a disqualifying
disposition (within the meaning of Section 421(b) of the Code), to reimburse the
corporation that employs such employee for any taxes required by any government
to be withheld or otherwise deducted or paid by such corporation in respect of
the issuance or disposition of such Shares. In lieu thereof, the employer
corporation shall have the right to withhold the amount of such taxes from any
other sums due or to become due from such corporation to the employee upon such
terms and conditions as the Committee shall prescribe. The employer corporation
may, in its discretion, hold the stock certificate to which such employee is
entitled upon the exercise of an Option as security for the payment of such
withholding tax liability, until cash sufficient to pay that liability has been
accumulated.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         SECTION 12.1 LISTING OF SHARES AND RELATED MATTERS. If at any time the
Board of Directors shall determine in its discretion that the listing,
registration or qualification of the Shares covered by the Plan upon any
national securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of Shares under the
Plan, no Shares shall be issued unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Board of
Directors.
<PAGE>

         SECTION 12.2 AMENDMENT OF THE PLAN. The Board of Directors or the
Committee may, from time to time, amend the Plan, provided that, notwithstanding
anything to the contrary herein, no amendment shall be made, without the
approval of the shareholders of the Company, that will (i) increase the total
number of Shares reserved for Options under the Plan (other than an increase
resulting from an adjustment provided for in Article X), (ii) reduce the
exercise price of any Incentive Option granted hereunder below the price
required by Article VII, or (iii) modify the provisions of the Plan relating to
eligibility. The Board of Directors or the Committee shall be authorized to
amend the Plan and the Options granted thereunder to permit the Incentive
Options granted thereunder to qualify as "incentive stock options" within the
meaning of Section 422 of the Code. The rights and obligations under any Option
granted before amendment of the Plan or any unexercised portion of such Option
shall not be adversely affected by amendment of the Plan or the Option without
the consent of the holder of the Option.

         SECTION 12.3 TERMINATION OR SUSPENSION OF THE PLAN. The Board of
Directors or the Committee may at any time and for any or no reason suspend or
terminate the Plan. The Plan, unless sooner terminated under Article III or by
action of the Board of Directors, shall terminate at the close of business on
the Termination Date. An Option may not be granted while the Plan is suspended
or after it is terminated. Options granted while the Plan is in effect shall not
be altered or impaired by suspension or termination of the Plan, except upon the
consent of the person to whom the Option was granted. The power of the Committee
under Article IV to construe and administer any Options granted prior to the
termination or suspension of the Plan shall continue after such termination or
during such suspension.

         SECTION 12.4 GOVERNING LAW. The Plan, such Options as may be granted
thereunder and all related matters shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas from time to time
obtaining.

         SECTION 12.5 PARTIAL INVALIDITY. The invalidity or illegality of any
provision herein shall not be deemed to affect the validity of any other
provision.

         SECTION 12.6 SUCCESSORS. This Plan shall be binding on the Company, its
successors and assigns.

         ADOPTED this 1st day of August, 2003.

                                     SILVERLEAF RESORTS, INC.

                                     By: /s/ ROBERT E. MEAD
                                         ---------------------------------------
                                         Robert E. Mead, Chief Executive Officer

                                     ATTESTED BY: /s/ SANDRA CEARLEY
                                                  ------------------------------
                                                  Sandra Cearley, Secretary