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                                                                 EXHIBIT 10.34



                             MASTER CLUB AGREEMENT


         THIS MASTER CLUB AGREEMENT ("Agreement") is entered into as of the
5th day of January, 1998, by and between Master Club, a Texas non-profit
corporation (the "Master Club"), and Oak N'Spruce Resort Club, a Texas
non-profit corporation (the "Club").


                               R E C I T A L S :


         WHEREAS, Silverleaf Resorts, Inc., a Texas corporation ("Silverleaf")
owns and operates eight (8) resorts, four (4) of which are located in Texas and
are known as Hill Country Resort, Holly Lake, Piney Shores Resort and The
Villages, three (3) of which are located in Missouri and are known as Holiday
Hills Resort, Ozark Mountain Resort and Timber Creek Resort, and one (1) of
which is located in Illinois and is known as Fox River Resort (collectively the
"Resorts" and individually a "Resort"); and

         WHEREAS, each of the Resorts formed an association to govern, maintain
and administer each Resort and are known as Hill Country Resort Club, a Texas
non-profit unincorporated association, Holly Lake Resort Club, a Texas
non-profit unincorporated association, Piney Shores Resort Club, a Texas
non-profit unincorporated association, Villages Resort Club, a Texas non-profit
unincorporated association, Holiday Hills Resort Club, a Missouri non-profit
corporation, Ozark Mountain Resort Club, a Missouri non-profit corporation,
Timber Creek Resort Club, a Missouri non-profit corporation, and Fox River
Resort Club, an Illinois non-profit corporation (the "Other Clubs");

         WHEREAS, Silverleaf created and established a program referred to as
the Endless Escape Bonus Time Program (the "Program") pursuant to which each
member of the Other Clubs is entitled, at no additional charge, (i) to vacation
at each member's respective Resort more frequently and, under certain
circumstances, during use periods not already owned by that member, and (ii) to
vacation at the other Resorts owned by Silverleaf and participating in the
Program; and
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         WHEREAS, Silverleaf created the Master Club for the purpose of
implementing and administering the Program and more efficiently managing the
various Resorts owned by Silverleaf which participate in the Program;

         WHEREAS, on March 28, 1990, September 25, 1997, and November 13,
1997, the Master Club entered into Master Club Agreements with the Other Clubs
setting forth the duties and responsibilities of the Master Club with regard to
the Other Clubs; and

         WHEREAS, on January 6, 1998, pursuant to an Amended and Restated
Declaration of Trust of Oak N'Spruce Resort Trust more particularly described
in Exhibit "A" attached hereto and made a part hereof for all purposes (the
"Declaration"), a ninth timeshare project was created called "Oak N'Spruce
Resort" ("Oak N'Spruce"), and the Club was created for the care, maintenance
and administration of the New Units (as defined in the Declaration) constructed
at Oak N'Spruce (the New Units at Oak N'Spruce shall hereinafter be referred
to as the "Project"); and

         WHEREAS, the Club desires to enter into a Master Club Agreement with
the Master Club similar to the March 28, 1990, September 25, 1997, and November
13, 1997, Master Club Agreements between the Master Club and the Other Clubs;
and

         WHEREAS, the Club acknowledges and agrees that membership in the
Master Club and the execution of this Agreement are to its benefit and
advantage; and

         WHEREAS, the Club and the Master Club desire to enter into this
Agreement in order to set forth the responsibilities and duties of the Master
Club with regard to the Club and the Project;

         NOW, THEREFORE, in order to carry out the desire of the Club and the
Master Club, and for and in consideration of Ten and No/100 Dollars ($10.00),
the covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Club and the Master Club hereby covenant and agree as follows:





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         1.      The Master Club shall have the following responsibilities and
                 duties for the benefit of the Club and the Project governed
                 thereby:

                 (a)      Maintain a centralized reservation system for the
                 Project and all Resorts;

                 (b)      Achieve costs savings by purchasing goods and
                 services for the Project and all Resorts as a group rather
                 than having the Project and each Resort purchase its goods and
                 services on an individual basis;

                 (c)      Maintain a centralized management of the Project and
                 the entire Resort system;

                 (d)      Provide accounting, legal and other administrative
                 services for the Project and entire Resort system;

                 (e)      Implement and administer the Program in accordance
                 with the rules and regulations of the Program; and

                 (f)      Pay all costs and expenses incurred at the Project
                 and each Resort individually as well as any system-wide costs
                 and expenses.

         2.      In order to enable the Master Club to perform the
                 responsibilities and duties described hereinabove, the Club
                 agrees to pay to the Master Club the following amounts as a
                 fee to the Master Club for the services rendered by the Master
                 Club for the benefit of the Club:  (i) all dues, assessments,
                 late charges and other amounts levied against and collected
                 from its respective members pursuant to the Declaration, plus
                 (ii) all other income generated by the Club.  The Master Club
                 will use its fee collected from the Club to pay (i) the
                 individual common expenses of the Project, and (ii) the
                 system-wide costs and expenses of administering and
                 maintaining the Master Club and operating and managing the
                 Club including, but not limited to, expenses for accounting,
                 legal services, administration, payroll, and management of the
                 entire resort system.





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         3.      This Agreement shall be in full force and effect in
                 perpetuity.  Notwithstanding the foregoing, however, this
                 Agreement shall be terminated upon the cessation of legal
                 existence of the Master Club or, alternatively, of the Club,
                 and the surviving party or parties, if any, shall in such
                 event have no further obligations hereunder.

         4.      This Agreement inures to the benefit of, and is binding upon,
                 the Master Club and the Club and their respective successors,
                 legal representatives and assigns.

         5.      This Agreement may be signed in any number of counterparts,
                 each of which shall be an original, with the same effect as if
                 the signatures thereto and hereto were upon the same
                 instrument, and all such counterparts shall be deemed on and
                 the same instrument.

         6.      All capitalized terms not otherwise defined herein shall have
                 the meaning given to such terms in the Declarations.


                                       MASTER CLUB:

                                       MASTER CLUB, a Texas non-profit 
                                       corporation



                                       By: /s/ ROBERT G. LEVY
                                          ---------------------------------
                                       Its: President
                                           --------------------------------




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                                       CLUB:

                                       OAK N'SPRUCE RESORT CLUB, a Texas 
                                       non-profit corporation


                                       By: /s/ TERRY BLEVINS
                                          ---------------------------------
                                           Terry Blevins, Director


                                       By: /s/ ROBERT G. LEVY
                                          ---------------------------------
                                           Robert G. Levy, Director


                                       By: /s/ BRUCE HAGEDORN
                                          ---------------------------------
                                           Bruce Hagedorn, Director



                                       By: /s/ DANA CALLAWAY
                                          ---------------------------------
                                           Dana Callaway, Director


                                       By: /s/ DOUG RICHIE
                                          ---------------------------------
                                           Doug Richie, Director





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                        LIST OF EXHIBITS TO EXHIBIT 10.34

Exhibit A                              Amended and Restated Declaration of Trust
                                                          (Oak N' Spruce Resort)








The above-listed exhibit is omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted exhibit to the Commission upon
request.



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