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                                                                  EXHIBIT 10.49

                                                                             

                                CONTRACT OF SALE


         This Agreement is entered into by and between BEECH MOUNTAIN LAKES
CORPORATION, a Pennsylvania corporation ("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:

                  Those certain tracts of land located in the Townships of
         Butler, Dennison and Foster, Luzerne County, Pennsylvania, commonly
         known as Beech Mountain Lakes, Unit II, containing approximately 1,985
         acres, more or less, and being more particularly described in Exhibit
         "A" attached hereto and made a part hereof for all purposes.

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

         The conveyance by Seller to Purchaser shall also include all buildings
and other improvements on the Land (the foregoing property is herein referred
to collectively as the "Improvements").

         The conveyance by Seller to Purchaser shall also include the following
items:
   
                a. All licenses, franchises and permits held by Seller and
         relating to the ownership of the Land, if any; and

                b. Any developer's, declarant's, or owner's interests under any
         operating 



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         agreements or reciprocal easement agreements or other similar 
         agreements affecting and/or benefiting the Land.

The foregoing items are hereinafter collectively referred to as the
"Development Assets."

         Hereinafter all property being conveyed to Purchaser by Seller
pursuant to this Contract including the Land, the Improvements and the
Development Assets are sometimes 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 Two Million and No/100 Dollars ($2,000,000.00).
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"). If Purchaser does not terminate this Contract during the Inspection
Period (as defined in Article VI hereinbelow), then, within two (2) business
days after the expiration of the Inspection Period, the Title Company shall
immediately disburse the entire $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 a default by Seller
hereunder, but, if this Contract closes, then the entire $50,000.00 earnest
money deposit shall be applied in partial satisfaction of the purchase price
payable at closing.

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         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 One Hundred Dollars ($100.00) 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 thirty (30) days from the date of execution of this Contract,
Seller shall furnish to Purchaser, each of the following (a-d) (collectively,
the "Due Diligence Items"):

                a. Copy of the most recent appraisal of the Subject Property
         that is in the possession of Seller, if any;

                b. Copies of all licenses, permits, applications,
         authorizations, certificates of occupancy, governmental approvals and
         other entitlements relating to the Subject Property and the operation
         thereof in the possession of Seller, if any, including, in particular,
         copies of all permits relating to utilities;

                c. A schedule of all current or pending litigation with respect
         to the Subject Property or any part thereof, if any, together with a
         brief description of each proceeding; and

                d. 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
         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"):

                e. 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;

                f. Updated survey of the Land included within the Subject
         Property dated subsequent to the date of execution of the 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 Land; (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
         gross acres included within the Land; (d) state whether any portion of
         the Land lies within a flood zone, or flood prone area or is
         designated as "wetlands," and identify the exact number of square
         feet, if any, that lies within 


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         a flood zone or flood prone area or is designated as "wetlands"; and
         (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 Land has been
         certified by the surveyor as being correct, that no portion of the
         Land lies within any flood zone or flood prone area, except as
         indicated thereon, and that the Land has access to public streets as
         indicated thereon. 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 provided that the Title Company accepts such
         description; and

                g. A Phase I Environmental Report for the Subject Property.

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                                   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 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.


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                                   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 one hundred twenty (120) days from the date on which
Purchaser receives the last of the due diligence items to be provided to
Purchaser by Seller pursuant to Article IV.a.-d. hereinabove (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 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 $100.00) 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.

                                  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


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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, 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, 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 (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. With the exception of certain boundary line litigation that
         has been or will be instituted by Seller against the owner of certain
         tracts of land located within the boundaries of the Land, 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. The Subject Property and the current operation thereof
         comply in all material respects with all laws, regulations,
         ordinances, rules, orders and other requirements of all governmental
         authorities having jurisdiction over the Subject Property or affecting
         all or any part thereof or bearing on its construction or operation,
         and with all private covenants or restrictions;

                e. From the date of execution of this Contract through the date
         of closing, Seller shall continue to maintain the Subject Property in
         its present condition, subject to ordinary wear and tear and Article
         XV hereof;

                f. 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.

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 


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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.

         Purchaser agrees that, having had the opportunity to inspect the
Subject Property for defects and having had the right to terminate this
Contract in the event any defects are found, Purchaser will accept at closing
the Subject Property in an "as is, where is" condition, and, except for the
representations and warranties set forth hereinabove, Seller shall not be
required to give any further representations or warranties at closing with
respect to the condition of the Subject Property or the income that may be
generated by the Subject Property.

                                  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:

                I. 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 $100.00) shall be returned
to Purchaser and thereafter neither Seller nor Purchaser shall have any
continuing obligations one unto the other.


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                                   ARTICLE IX

                                    CLOSING

         The closing hereunder shall take place at the offices of the Title
Company. The closing shall occur on or before thirty (30) 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 (1)
sixty (60) day extension of the deadline for closing hereunder by delivering to
Seller an additional Fifty Thousand and No/100 Dollars ($50,000.00) in earnest
money. If Purchaser exercises this right, then the deadline for closing of this
Contract shall be extended by sixty (60) days; the additional $50,000.00
earnest money deposit that must be paid by Purchaser in order to extend the
deadline for closing of this Contract by sixty (60) days shall be
non-refundable to Purchaser except in the event of a default by Seller
hereunder, 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 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. If and to the extent necessary, deliver an assignment in
         form reasonably acceptable to Purchaser, duly executed and
         acknowledged by Seller, conveying and/or assigning to Purchaser the
         Development Assets.

                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.


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                                   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 Purchaser.

                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 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.


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                                  ARTICLE XIII

                               ENTRY ON PROPERTY

         Purchaser, Purchaser's agents, employees, servants, or nominees, are
hereby granted the right to enter upon the Subject Property during normal
business hours 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

                     DAMAGE OR DESTRUCTION PRIOR TO CLOSING

         In the event that the Subject Property should be damaged by any
casualty prior to closing, then if the cost of repairing such damage, as
estimated by an architect or contractor retained pursuant to the mutual
agreement of Seller and Purchaser, is:

                a. Less than Ten Thousand Dollars ($10,000.00), then at
         Purchaser's option, either (i) the Seller shall repair such damage as
         promptly as is reasonably possible, restoring the damaged property at
         least to its condition immediately prior to such damage; and, in the
         event such repairs have not been completed prior to closing, then the
         closing shall nevertheless proceed as scheduled, and Purchaser may
         have the Title Company withhold from Seller the funds necessary to
         make such repairs until Seller has repaired such damage pursuant to
         the provisions hereof, at which time such funds shall be distributed
         to Seller or (ii) Purchaser may take an assignment of Seller's
         insurance proceeds and repair such damage itself;

or if said cost is:

                b. greater than Ten Thousand Dollars ($10,000.00), then, at
         Purchaser's election, Seller shall pay to Purchaser, at closing, all
         insurance proceeds payable for such damage, and the sale shall be
         closed without Seller's repairing such damage, or, if Purchaser does
         not elect to accept such insurance proceeds, then either Seller or
         Purchaser may elect to terminate this Contract, in which case the
         earnest money (less $100.00) shall be returned to Purchaser and


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         thereafter neither party shall have any further obligations one unto
         the other. Purchaser acknowledges that the deductible in Seller's
         insurance policy is $250,000 or more.


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

Seller:                    Beech Mountain Lakes Corporation
                           2711 LBJ Freeway, Suite 200
                           Dallas, Texas  75234
                           Attn:  Kenneth E. Hendrycy, Vice President
                           Telephone No.:  (972) 243-2228
                           Facsimile No.:  (972) 488-5030

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, 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 


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money (less $100.00) 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) 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 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 XVIII

                                   ASSIGNMENT

         Purchaser shall not, without Seller's prior written consent, assign
this Contract. Notwithstanding the foregoing, the consent of Seller need not be
obtained for an assignment of this Contract made in connection with the merger,
consolidation or a combination of Purchaser into or with any other corporation
or entity, whether by operation of law or otherwise; however, Purchaser agrees
to furnish Seller with prior written notice thereof, and provided further that
any such assignee must abide by the covenants appearing in this Contract.

                                  ARTICLE XIX

                       INTERPRETATION AND APPLICABLE LAW

         This Agreement shall be construed and interpreted in accordance with
the laws of the State of Texas. 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.



                                     -14-
<PAGE>   15

                                  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 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., April 27, 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 Texas, 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 Texas.

                                     -15-
<PAGE>   16

                                 ARTICLE XXVII

                             REAL ESTATE COMMISSION

         Seller represents and warrants to Purchaser that Seller has not
contacted or entered into any agreement with any 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 real estate broker's,
finder's, or other fees or commissions being due and payable to any other 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 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 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.

         EXECUTED on this the 24th day of April, 1998.

                       SELLER:

                       BEECH MOUNTAIN LAKES CORPORATION, a Pennsylvania
                       corporation


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


                                     -16-
<PAGE>   17
         EXECUTED on this the 9th day of April, 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/  John Kerr                   
   ----------------------------------
Name: John Kerr                   
     --------------------------------
Its: Vice President-Special Projects 
    ---------------------------------
       Senior Commercial Closer   
-------------------------------------

                                     -17-