Ex.
10.67





FOURTH
AMENDMENT TO CONTRACT OF SALE








THIS FOURTH AMENDMENT TO CONTRACT OF
SALE (“Fourth Amendment”) is dated effective this 26th day of
April, 2007 and is executed by and between THE SUMMIT AT WINTER PARK LAND CO.,
LLC (“Seller”) and SILVERLEAF RESORTS, INC. (“Purchaser”).








W
I T N E S S E T H:





WHEREAS, Seller and Purchaser have
entered into that certain Contract of Sale with effective date of May 1, 2006
relating to Tracts D, E, F, and G, The Summit at Winter Park Ranch, Grand
County, Colorado, which Contract was subsequently amended pursuant to (i) that
certain Amendment to Contract of Sale dated June 26, 2006, and executed by and
between Seller and Purchaser, (ii) that certain Second Amendment to Contract of
Sale dated February, 2007, and executed by and between Seller and Purchaser, and
(iii) that certain Third Amendment to Contract of Sale dated March 15, 2007, and
executed by and between Seller and Purchaser (hereinafter the “Contract”);
and





WHEREAS, Seller and Purchaser have
agreed to modify the Contract as set forth hereinbelow;





NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Seller and Purchaser, Seller and Purchaser hereby agree as
follows:





1.           Purchaser
and Seller hereby agree that Paragraph 4 of the Second Amendment to Contract of
Sale previously executed by and between Seller and Purchaser shall be modified
to provide that, in lieu of having the right to obtain a third thirty (30) day
extension of the deadline for the closing of the Contract as provided for in
Paragraph 4, Purchaser shall have the right to obtain a forty-five (45) day
extension of the deadline for closing under the Contract by delivering to Seller
a non-refundable extension fee in the amount of $120,000.00.  This
$120,000.00 extension fee shall be delivered directly to Seller on or before
April 27, 2007 and shall not be subject to any escrow.  If Purchaser
exercises this right, then the deadline for the closing of the Contract shall be
extended by an additional forty-five (45) days to June 11, 2007.  The
$120,000.00 extension fee shall be non-refundable to Purchaser; $70,000.00 of
this extension fee shall be applied in
partial satisfaction of the purchase price payable under the Contract; the
remaining $50,000.00 of this extension fee shall not be applied in partial
satisfaction of the purchase price payable under the Contract.





2.           Except
as amended and modified herein, the Contract continues in full force and
effect.  Unless otherwise defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Contract.


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3.           The
parties may execute this Amendment in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one and the same instrument.





IN
WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the day
and year first above written.





SELLER:SUMMIT
      AT WINTER PARK LAND CO., LLC,a
      Colorado limited liability companyBy:
            Developing
      Equities Group, LLC,Operating
      ManagerBy:
            /S/ JEFFREY KIRKENDALLName:
            Jeffrey KirkendallIts:
            Vice PresidentPURCHASER:SILVERLEAF
      RESORTS, INC.,a
      Texas corporationBy:
            /S/ HARRY J. WHITE, JR.Name:
            Harry J. White,
Jr.Its:
            Chief Financial
  Officer







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