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                                                                   EXHIBIT 10.44

                         AMENDMENT TO CONTRACT OF SALE


   
         THIS AMENDMENT TO CONTRACT OF SALE (this "Amendment") is made and
entered into effective as of the 13th day of February, 1998, by and between
CROWN RESORT CO. LLC, a Delaware limited liability company ("Crown"), RICHARD
W. DICKSON and ROBERT G. GARNER (Messrs. Dickson and Garner are sometimes
hereinafter referred to as the "Members") (Crown and the Members are sometimes
hereinafter collectively referred to as "Seller"), and SILVERLEAF RESORTS,
INC., a Texas corporation ("Purchaser").
    


                              W I T N E S S E T H:

         WHEREAS, on January 12, 1998, Seller and Purchaser entered into that
certain Contract of Sale pursuant to which Seller agreed to sell and Purchaser
agreed to purchase and pay for certain property of Seller more particularly
described therein (the "Subject Property") (herein the Contract is referred to
as the "Contract"); and

         WHEREAS, Seller and Purchaser desire to amend the Contract;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt,
accuracy and sufficiency of which is hereby acknowledged, Seller and Purchaser
hereby agree as follows:

         1.      Notwithstanding anything to the contrary contained in the
Contract, and in particular anything to the contrary contained in Article II of
the Contract, Seller and Purchaser hereby agree that, instead of being payable
all in cash at the closing, the purchase price for the Subject Property shall
be payable in the following manner:

                 (a)      Not less than $2,250,000.00 of the total purchase
         price of $3,750,000.00 shall be payable in cash at the closing; in
         addition, for each of the management agreements ("Management
         Agreements") being assigned by Seller to Purchaser at closing which,
         on or before the date of closing, is amended in the manner and to the
         extent required in the Schedule attached hereto and made a part hereof
         for all purposes, then the portion of the purchase price payable in
         cash shall be increased by the amount set forth next to the applicable
         Management Agreement in Column E of the Schedule;

                 (b)      The balance of the purchase price shall be paid by
         Purchaser's execution and delivery at the closing of a promissory note
         (the "Note") payable to Seller in an amount equal to the total
         purchase price payable by Purchaser for the Subject Property less that
         portion of the total purchase price which is paid in cash at closing
         as set forth in subparagraph (a) hereinabove.  The Note shall provide
         and be secured as follows:

                          (i)  The Note shall bear interest at the rate of
                 eight percent (8%) per annum;
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                          (ii)    The principal balance of the Note shall be
                 payable in thirty-six (36) successive monthly installments,
                 the first of such installments to be due and payable on the
                 first (1st) day of the first (1st) full month next succeeding
                 the month in which the Note is executed, and a like
                 installment to be due and payable on the same day of each
                 month thereafter through and including the first (1st) day of
                 the thirty-sixth (36th) month following the month in which
                 the Note is executed; the first thirty-five (35) of such
                 monthly installments of principal shall each be equal in
                 amount to one-thirty-sixth (1/36th) of the original face
                 amount of the Note and the thirty-sixth (36th) and final such
                 installment shall be in the amount of the then remaining
                 unpaid principal balance of the Note.  Interest, computed on
                 the unpaid principal balance of the Note, shall be due and
                 payable in monthly installments as it accrues, the first (1st)
                 of such installments to be due and payable on the first (1st)
                 day of the first full month next succeeding the month in which
                 the Note is executed, and a like installment of interest to be
                 due and payable regularly and monthly thereafter until
                 maturity of the Note when all then accrued but unpaid interest
                 on the outstanding principal balance of the Note shall be
                 finally due and payable;

                          (iii)  The Note shall provide that, in the event that
                 any one or more of the Management Agreements which prior to
                 closing is not modified in the manner and to the extent
                 required in the Schedule attached hereto is subsequent to
                 closing terminated for any reason other than for cause while
                 all or any portion of the Note remains unpaid, then the
                 outstanding principal balance of the Note shall be
                 automatically reduced by the remaining balance of the amount
                 assigned to the terminated Management Agreement in Column E of
                 the Schedule (such remaining balance to be determined by
                 subtracting from the assigned amount the result obtained by
                 multiplying one-thirty-sixth (1/36th) of the assigned amount
                 by the number of full months that have passed from and after
                 the date of execution of the Note; if there is a reduction in
                 the principal balance of the Note as a result of a
                 cancellation of a Management Agreement, then the principal
                 portion of the monthly installments payable on the Note from
                 and after the termination of the Management Agreement shall be
                 recomputed by dividing the then remaining outstanding
                 principal balance of the Note by the number of months still
                 remaining in the term of the Note; the Note shall further
                 provide that if, at any time after the date of closing, Seller
                 obtains an amendment of one of the Management Agreements





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                 which satisfies the requirements of the Schedule, then
                 Purchaser shall, within ten (10) days from the date of receipt
                 of such amendment, make a prepayment of principal on the Note
                 in the amount of the remaining balance (computed as provided
                 hereinabove) of the amount assigned to such Management
                 Agreement in Column E of the Schedule, and thereafter the
                 principal portion of the monthly installments payable on the
                 Note shall be recomputed as provided hereinabove;

                          (iv)  The Note shall further provide that it may be
                 prepaid at any time, in whole or in part, without premium or
                 penalty;

                          (v)     The Note shall be secured by a collateral
                 assignment of the Management Agreements to be executed in
                 Seller's favor at the closing;

                          (vi)  The Note shall provide that upon the occurrence
                 of a default thereunder, Seller must provide Purchaser with
                 written notice thereof and permit Purchaser to have ten (10)
                 days from the date of the notice within which to cure the same
                 before exercising any of Seller's remedies thereunder;

                          (vii)  Both the Note and the collateral assignment of
                 Management Agreements shall otherwise be in form and substance
                 satisfactory to counsel for Seller and Purchaser.

         2.      Seller and Purchaser further agree that the conveyance by
Seller to Purchaser pursuant to the Contract shall include a conveyance of all
of Seller's right, title and interest in and to the name "Crown Resort" or
"Crown"; provided, however, that Seller shall retain the right to keep the
entity now known as "Crown Resorts Co. LLC" in existence as long as such entity
is not actively conducting business from and after the date of closing under
the Contract.

         3.      Seller and Purchaser further agree that the Employment
Agreements which are to be executed by and between Members and Purchaser at
closing will contain a provision wherein each Member agrees that neither such
Member nor any person or entity affiliated with such Member shall ever solicit
or enter into any management agreement with any of the timeshare associations
which are presently being managed by Crown pursuant to the Management
Agreements which will be assigned to Purchaser pursuant to the terms and
conditions of the Contract.





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         4.      Purchaser hereby acknowledges that Seller has complied with
Seller's obligations under Article IV of the Contract, and Seller and Purchaser
hereby acknowledge and agree that the Inspection Period described in Article V
of the Contract will expire on March 13, 1998.

         5.      Except as specifically set forth above, all terms and
conditions of the Contract shall remain in full force and effect.  All
capitalized terms not otherwise defined herein shall have the meaning given to
such terms in the Contract.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.

                              SELLER:
                              
                              CROWN RESORT CO. LLC, a Delaware limited 
                              liability company
                              
                                 
                              By:   /s/ RICHARD W. DICKSON                     
                                 --------------------------------------------
                              Name:     RICHARD W. DICKSON
                                   ------------------------------------------
                              Its:      Member
                                  -------------------------------------------
                                                                             
                                                                             
                                                                             
                              /s/ RICHARD W. DICKSON
                              -----------------------------------------------
                              RICHARD W. DICKSON                             
                                                                             
                                                                             
                                                                             
                              /s/ ROBERT G. GARNER
                              -----------------------------------------------
                              ROBERT G. GARNER
                              
                              
                              PURCHASER:
                              
                              SILVERLEAF RESORTS, INC., a Texas corporation
                              
                              
                              
                              By: /s/ ROBERT E. MEAD
                                 --------------------------------------------
                                 Robert E. Mead, Chief Executive Officer

    




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<PAGE>   5
                    AMENDMENT TO CONTRACT OF SALE SCHEDULE


<TABLE>
<CAPTION>

  A                             B                     C                D               E            F         G
Resort                     Association               # Owners      % of Total   X  $1,500,000
------                     -----------               --------      ----------      ----------      -----     -----
<S>                        <C>                      <C>            <C>             <C>             <C>       <C>
Alpine Bay AL              Capricorn Complex             932           3.37%           50,540
                           Dogwood Hills                 825           2.98%           44,738
                           The Pines                     745           2.69%           40,400

Beech Mountain PA          Quail Hollow                2,459           8.89%          133,347        X         X

Foxwood Hills SC           Kinston Manor               4,221          15.26%          228,896        X
                           Villas of Foxwood             645           2.33%           34,977        X         X

Hickory Hills MS           Hickory Hills               3,652          13.20%          198,041        X

Lake Royale NC             Carriage Manor                451           1.63%           24,457

Lake Tansi TN              Hiawatha Manor East         2,420           8.75%          131,232        X
                           Hiawatha Manor West         3,316          11.99%          179,820        X

Treasure Lake PA           Silverwoods                 3,610          13.05%          195,763        X
                           Wolf Run                    3,006          10.87%          163,009        X

Westwind Manor TX          Westwind Manor              1,379           4.99%           74,780
                                                      ------         ------        ----------

                           Total                      27,661         100.00%       $1,500,000
                                                      ======         ======        ==========
</TABLE>


Notes:

1.   An X in column F indicates that paragraph 24 of the applicable management
     agreement must be amended to read as follows, and any other language 
     presently in such paragraph must be deleted:

          Failure of the Management Firm to substantially perform its duties and
          obligations under this Agreement for a continuous period of thirty 
          (30) days after written notice of default from the Association 
          specifying the default complained of shall be grounds for the said 
          Association's cancellation of this agreement.

2.   An X in column G indicates that the management agreement must be amended so
     that the term thereof is extended at least three (3) years beyond the date 
     of close

3.   An X in both columns F and G indicates that both of the above amendments 
     are required.

4.   An X in neither column indicates that no amendment is required.