<PAGE>   1
                                                                    EXHIBIT 10.1


                         REGISTRATION RIGHTS AGREEMENT


   
         This Registration Rights Agreement (the "Agreement") is entered into
effective as of this 10th day of June, 1997, by and between Silverleaf
Resorts, Inc., a Texas corporation (the "Company"), and Robert E. Mead
("Holder").
    

         WHEREAS, Holder currently owns 7,625,000 shares of Common Stock of the
Company (the "Common Shares"), all of which were offered and sold to Holder
pursuant to one or more exemptions from registration under the Securities Act
of 1933, as amended (the "Securities Act");

         WHEREAS, the Company proposes to issue approximately 3,500,000 shares
of its common stock in a public offering, and in connection therewith has filed
a form S-1 Registration Statement with the Securities and Exchange Commission
(the "SEC");

         WHEREAS, Holder has requested, and the Company has agreed to provide
Holder and certain of his assignees, as described herein, with the registration
rights set forth in Section 2 hereof;

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as set forth herein.

1.       Certain Definitions.

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings.

         "Common Shares" shall have the meaning set forth above in the recitals
hereto and, in addition, shall include any equity securities of the Company or
any corporate successor of the Company into or for which Common Shares are
converted or exchanged.

         "Company" shall have the meaning set forth above in the recitals
hereto.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "Person" shall mean an individual, partnership, corporation, trust, or
unincorporated organization, or a government agency or political subdivision
thereof.

         "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Shares covered by such Registration Statement, and
by all other amendments and supplements to such prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

         "Registrable Shares" shall mean any Common Shares issued to Holder.
<PAGE>   2
         "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation: (i) all SEC, stock exchange or NASD registration and filing fees;
(ii) all fees and expenses incurred in connection with compliance with state
securities or "blue sky" laws (including reasonable fees and disbursements of
counsel in connection with "blue sky" qualification of any of the Registrable
Shares and the preparation of a Blue Sky Memorandum) and compliance with the
rules of the NASD; (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, certificates and other documents relating to the
performance of and compliance with this Agreement; (iv) all fees and expenses
incurred in connection with the listing, if any, of any of the Registrable
Shares on any securities exchange or exchanges pursuant to Section 2(c) hereof,
and (v) the fees and disbursements of counsel for the Company and of the
independent public accountants of the Company, including the expenses of any
"cold comfort" letters required by or incident to such performance and
compliance.  Registration Expenses shall specifically exclude those items
specified in Section 4 as expenses to be paid by Holder.

         "Registration Statement" shall mean any registration statement of the
Company and any other entity required to be a registrant with respect to such
registration statement pursuant to the requirements of the Securities Act which
covers any of the Registrable Shares, and all amendments and supplements to
such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
materials incorporated by reference therein.

         "S-1 Registration Statement" shall mean the S-1 Registration Statement
filed by the Company with the SEC on March 31, 1997, and any amendments
thereto.

         "SEC" shall have the meaning set forth above in the recitals hereto.


2.       Registration of Shares.  The provisions relating to the Holder's and
the Company's rights and obligations with regard to registration of Registrable
Shares are set forth in this Section 2.

         (a)     At any time 180 days after, but less than one year after, the
consummation of the public offering contemplated by the S-1 Registration
Statement, upon written request by Holder, the Company shall file, and shall
use its best efforts to cause to become effective on, or as soon as practicable
following such written request, a Registration Statement for the Registrable
Shares, not to exceed one-half of the Registrable Shares owned by Holder.  At
any time after the first anniversary of the consummation of the public offering
contemplated by the S-1 Registration Statement, upon written request by Holder,
the Company shall file, and shall use its best efforts to cause to become
effective on, or as soon as practicable following such written request, a
Registration Statement for any Registrable Shares which have not previously
been registered pursuant to this Agreement.  The Company shall use its best
efforts to maintain the effectiveness of any such Registration Statement until
there are no longer any Registrable Shares held by Holder.  Notwithstanding
anything to the contrary contained herein, the Company shall not be obligated
to file more than two (2) Registration Statements pursuant to this Section
2(a).

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<PAGE>   3
                 Notwithstanding the foregoing, the Company shall not be
obligated, but shall have the right, to take any action to effect any such
registration, qualification or compliance pursuant to this Section 2(a):

                 (i)      in any particular jurisdiction in which the Company
         would be required to execute a general consent to service of process
         in effecting such registration, qualification or compliance, unless
         the Company is already subject to service of process in such
         jurisdiction, and except as may be required by the Securities Act; or

                 (ii)     if such Registration Statement cannot be filed on
         Form S-3 or any successor form substantially similar to such Form.

         (b)     Notice of Effectiveness.   The Company shall notify Holder of
the effectiveness of the Registration Statement and shall furnish to Holder
such number of copies of the Registration Statement (including any amendments,
supplements and exhibits), the Prospectus contained therein (including each
preliminary prospectus and all related amendments and supplements), and any
documents incorporated by reference in the Registration Statement or such other
documents as the Holder may reasonably request in order to facilitate its sale
of the Registrable Shares in the manner described in the Registration
Statement.

         (c)     Amendments and Supplements to Registration Statement: Listing.
The Company shall prepare and file with the SEC from time to time such
amendments and supplements to the Registration Statement and prospectus used in
connection therewith as may be necessary to keep the Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of the Shares subject to such Registration Statement until
such time as all of such Shares have been disposed of in accordance with the
intended methods of disposition by the Holder as set forth in the Registration
Statement.  Upon five business days' notice, the Company shall file any
supplement or post-effective amendment to the Registration Statement with
respect to the plan of distribution of such Holder's Registrable Shares that is
necessary to permit the sale of the Holder's Registrable Shares pursuant to
such Registration Statement, including supplements or post-effective amendments
required to give effect to the designation of any underwriter or underwriting
syndicate specified by such Holder.  The Company shall file any necessary
listing applications or amendments to the existing applications to cause the
Registrable Shares registered under any Registration Statement to be then
listed or quoted on the primary exchange or quotation system on which shares of
the Company's common stock are then listed or quoted.

         (d)     SEC Requests.  The Company shall notify Holder of any request
by the SEC for amendments or supplements to the Registration Statement or the
Prospectus related thereto or for additional information.  In addition, the
Company shall notify Holder of the filing of the Registration Statement or any
Prospectus, amendment or supplement related thereto or any post-effective
amendment to the Registration Statement and the effectiveness of any
post-effective amendment.





                                      -3-
<PAGE>   4
         (e)     Prospectus Delivery.  At any time when a Prospectus relating
to a Registration Statement is required to be delivered under the Securities
Act, the Company shall immediately notify Holder of the happening of any event
as a result of which (i) the Prospectus included in the Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and (ii) an amendment to a Registration Statement is a
requirement (an "Event Notice").  In such event, the Company shall promptly
prepare and furnish to Holder a reasonable number of copies of a supplement to
such Prospectus (or, after declaration of effectiveness by the SEC, of any
amendment to the Prospectus required to be filed as an amendment to the
Registration Statement) as may be necessary so that, as thereafter delivered to
the purchasers of Registrable Shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they are made, not misleading.  The Company will,
if necessary, amend the Registration Statement of which such Prospectus is a
part to reflect such amendment or supplement and use its best efforts promptly
to obtain an effectiveness order for such amendment from the SEC.  From and
after the date of any Event Notice, Holder shall not offer or sell any
Registrable Shares until such time as the Company delivers any such Prospectus
supplement or amendment to the Holder.

         (f)     "Piggy-Back" Rights.  If, at any time after the first
anniversary of this Agreement, the Company shall determine to file a
Registration Statement under the Securities Act on Form S-3 (or other
appropriate form for the general registration of securities) for the
registration of any shares of the Company, the Company shall provide notice of
such determination to the Holder.  Upon the written request of Holder given to
the Company within ten days after such notice by the Company, the Company shall
cause the Registrable Shares owned by Holder to be included in such
Registration Statement, subject to the limitations set forth below.
Notwithstanding the foregoing, the Company may delay, withdraw or suspend the
preparation or filing of any Registration Statement described in this paragraph
2(f).

3.       State Securities Laws.

         Subject to the conditions set forth in this Agreement, the Company
shall, in connection with the filing of any Registration Statement hereunder,
file such documents as may be necessary to register or qualify the Registrable
Shares subject to such Registration Statement under the securities or "Blue
Sky" laws of such states as Holder may reasonably request, and the Company
shall use its best efforts to cause such filings to become effective; provided,
however, that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such state in which it is not
then qualified or to file any general consent to service of process in any such
state, provided that the Company shall file a Uniform Consent to Service of
Process on Form U-2 or its successor in any state that requires such a filing
in connection with the offering of the Registrable Shares and in which the
Holder proposes to offer Registrable Shares.  Once effective, the Company shall
use its best efforts to keep such filings effective until the earliest of (i)
such time as the Registrable Shares have been sold, or (ii) in the case of a
particular state, Holder has notified the Company that it no longer requires an
effective filing in such state in accordance with its original request for
filing.  The Company shall promptly notify





                                      -4-
<PAGE>   5
Holder of, and confirm in writing, the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Registrable Shares for sale under the securities or "Blue Sky" laws of any
jurisdiction or the initiation or threat of any proceeding for such purpose.

4.       Expenses.

         The Company shall bear all Registration Expenses incurred in
connection with the registration of the Registrable Shares pursuant to this
Agreement.  Holder shall be responsible for any brokerage or underwriting
discounts and commissions and taxes of any kind (including, without limitation,
transfer taxes) with respect to any disposition, sale or transfer of
Registrable Shares sold by Holder.

5.       Cooperation.

         Holder hereby agrees (i) to cooperate with the Company and to furnish
to the Company in a timely manner all information that the Company may
reasonably request in connection with the preparation of any Registration
Statement and any filings with any state securities commissions, including
information concerning Holder's plan of distribution and ownership interests
with respect to its Registrable Shares or any other securities of the Company
or any of its affiliates and (ii) to deliver or cause delivery of the
Prospectus contained in any Registration Statement to any purchaser of the
shares covered by the Registration Statement from the Holder except to the
extent provided to the contrary in Section 2(e) above.

6.       Suspension of Registration Requirement.

         (a)     The Company shall promptly notify Holder of the issuance by
the SEC of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose.  Holder agrees
not to effect any sales from the date of such notice until the Company obtains
the withdrawal of any such order suspending the effectiveness of such
Registration Statement.  The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement and shall promptly notify Holder of any such withdrawal.

         (b)     If any Registrable Shares are covered by a Registration
Statement filed pursuant to Section 2 hereof, Holder agrees, if requested by
the Company in the case of a Company-initiated non-underwritten offering or if
requested by the managing underwriter or underwriters in a Company-initiated
underwritten offering, not to effect any public sale or distribution of any of
the securities of the Company of any class included in such Registration
Statement (or any security the value of which is determined with reference to
the value of such securities), including a sale pursuant to Rule 144A or Rule
144 under the Securities Act (except as part of such Company-initiated
registration), during the 10 day period prior to, and during the 90-day period
beginning on the date of effectiveness of each such Registration Statement;
provided, however, that such 90-day period shall be extended by the number of
days from (and including) the date of any notice pursuant to Section 2(d) or
(e) hereof to (and including) the date when each seller of Registrable





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<PAGE>   6
Shares covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 2(e) hereof.

7.       Additional Shares.

         The Company, at its option, may register, under any registration
statement and any filings with any state securities commissions filed pursuant
to this Agreement, any number of shares of unissued common stock or other
securities of the Company or any shares of common stock or other securities of
the Company owned by any other shareholder or shareholders of the Company.

8.        Indemnification.

         (a)     Indemnification by the Company.  The Company agrees to
indemnify and hold harmless Holder as follows:

                 (i)      against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, arising out of any untrue
         statement or alleged untrue statement of a material fact contained in
         the Registration Statement (or any amendment thereto) pursuant to
         which the Registrable Shares were registered or offered under the
         Securities Act, including all documents incorporated therein by
         reference, or the omission or alleged omission therefrom of a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading or arising out of any untrue statement or
         alleged untrue statement of a material fact contained in any
         Prospectus (or any amendment or supplement thereto), including all
         documents incorporated therein by reference, or the omission or
         alleged omission therefrom of a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading;

                 (ii)     against any and all loss, liability, claim, damage
         and expense whatsoever, as incurred, to the extent of the aggregate
         amount paid in settlement of any litigation, or investigation or
         proceeding by any governmental agency or body, commenced or
         threatened, or of any claim whatsoever based upon any such untrue
         statement or omission, or any such alleged untrue statement or
         omission, if such settlement is effected with the written consent of
         the Company; and

                 (iii)    against any and all expense whatsoever, as incurred
         (including reasonable fees and disbursements of counsel), reasonably
         incurred in investigating, preparing or defending against any
         litigation, or investigation or proceeding by any governmental agency
         or body, commenced or threatened, in each case whether or not a party,
         or any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, to the
         extent that any such expense is not paid under subparagraph (i) or
         (ii) above;

provided, however, that the indemnity provided pursuant to this Section 8 shall
not apply to Holder with respect to any loss, liability, claim, damage or
expense, which arises in whole or in part, out of (x) any untrue statement or
omission or alleged untrue statement or omission made





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<PAGE>   7
in reliance upon and in conformity with written information furnished to the
Company by Holder expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto)
or (y) Holder's failure to deliver an amended or supplemental Prospectus if
such loss, liability, claim, damage or expense would not have arisen had such
delivery occurred.

         (b)     Indemnification by Holder.  Holder agrees to indemnify and
hold harmless the Company and its directors and officers (including each
director and officer of the Company who signed the Registration Statement), and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act, to the same extent as the indemnity contained in Section
(a) hereof (except that any settlement described in Section 8(a)(ii) shall be
effected with the written consent of Holder), for any such loss, claim, damage
or expense that arises out of or is based upon, in whole or in part, (x) any
untrue statements or omissions made in the Registration Statement (or any
amendment thereto) or any Prospectus (or any Registration Statement (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by Holder and used in such
Registration Statement (or any amendment thereto) or such Prospectus (or any
amendment or supplement thereto) or (y) Holder's failure to deliver an amended
or supplemental Prospectus if such loss, liability, claim, damage or expense
would not have arisen had such delivery occurred.

         (c)     Conduct of Indemnification Proceedings.  The indemnified party
shall give reasonably prompt notice to the indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure so to notify the indemnifying party (i) shall not
relieve it from any liability which it may have under the indemnity agreement
provided in paragraphs (a) or (b) of this Section 8, unless and to the extent
it did not otherwise learn of such action and the lack of notice by the
indemnified party results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) shall not, in any event, relieve the
indemnifying party from any obligations to the indemnified party other than the
indemnification obligation provided under paragraphs (a) or (b) of this Section
8.  If the indemnifying party so elects within a reasonable time after receipt
of such notice, the indemnifying party may assume the defense of such action or
proceeding at such indemnifying party's own expense with counsel chosen by the
indemnifying party and approved by the indemnified party, which approval shall
not be unreasonably withheld; provided, however, that, if the indemnified party
reasonably determines that a conflict of interest exists and that it is
necessary that the indemnified party be represented by separate counsel or
that, upon advice of counsel, there may be legal defenses available to it which
are different from or in addition to those available to the indemnifying party,
then the indemnifying party shall not be entitled to assume such defense, and
the indemnified party shall be entitled to separate counsel at the indemnifying
party's expense.  If the indemnifying party is not entitled to assume the
defense of such action or proceeding as a result of the provisions of the
preceding sentence, the indemnifying party's counsel shall be entitled to
conduct the indemnifying party's defense and counsel for the indemnified party
shall be entitled to conduct the defense of the indemnified party, it being
understood that both such counsel will cooperate with each other to conduct the
defense of such action or proceeding as efficiently as possible.  If the
indemnifying party is not so entitled to assume the defense of such action or
does not assume such defense, after having received the





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<PAGE>   8
notice referred to in the first sentence of this paragraph, the indemnifying
party will pay the reasonable fees and expenses of counsel for the indemnified
party.  In such event, however, the indemnifying party will not be liable for
any settlement effected without the written consent of the indemnifying party,
with such consent not to be unreasonably withheld.  If an indemnifying party is
entitled to assume, and assumes, the defense of such action or proceeding in
accordance with this paragraph, the indemnifying party shall not be liable for
any fees and expenses of counsel for the indemnified party incurred thereafter
in connection with such action or proceeding, subject to the proviso set forth
in the second sentence of this paragraph (c).

9.       Contribution.

         In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 8 is for
any reason held to be unenforceable although applicable in accordance with its
terms, the Company and Holder shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement incurred by the Company and Holder, in such proportion as
is appropriate to reflect the relative fault of and benefits to the Company on
the one hand and Holder on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations.  The relative
benefits to the indemnifying party and indemnified party shall be determined by
reference to, among other things, the total proceeds received by the
indemnifying party and the indemnified party in connection with the offering to
which such losses, claims, damages, liabilities or expenses relate.  The
relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to,
information supplied by, the indemnifying party or the indemnified party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action.

         The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 9, Holder shall be required to
contribute the amount of any damages which Holder is required to pay by reason
of such untrue statement or omission.

         Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  For purposes of this Section 9, each director of
the Company, each officer of the Company who signed the Registration Statement
and each person, if any, who controls the Company within the meaning of Section
15 of the Securities Act shall have the same rights to contribution as the
Company.





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<PAGE>   9
10.      No Other Obligation to Register,

         Except as otherwise expressly provided in this Agreement, the Company
shall have no obligation to Holder to register the Registrable Shares under the
Securities Act.

11.      Holder Representations, Warranties and Agreements.

         Holder represents and warrants to, and agrees with, the Company, that:

         (a)     Holder, if not a natural person, is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization.  Holder has all requisite power and authority to execute, deliver
and perform this Agreement.  All necessary proceedings of Holder, if not a
natural person, have been duly taken to authorize the execution, delivery, and
performance of this Agreement by Holder.  This Agreement has been duly executed
and delivered by Holder, and is the legal, valid and binding obligation of
Holder, and is enforceable as to Holder in accordance with its terms.  No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any federal, state, local or other
governmental authority or any court or other tribunal is required by Holder for
the execution, delivery or performance of this Agreement (except filings under
the Securities Act which will be made and such consents consisting only of
consents under Blue Sky or state securities laws which will be obtained) by
Holder.  No consent of any party to any contract, agreement, instrument, lease,
license, arrangement or understanding to which Holder is a party, or to which
any of Holder's properties or assets are subject, is required for the
execution, delivery and performance of this Agreement which has not been
obtained, and the execution, delivery and performance of this Agreement will
not violate, result in a breach of, conflict with or (with or without giving of
notice or the passage of time or both) entitle any party to terminate or call a
default under any such contract, agreement, instrument, lease, license,
arrangement or understanding, or, if Holder is not a natural person, violate or
result in a breach of, or conflict with, any law, rule, regulation, order,
judgment or decree binding on Holder or to which any of Holder's operations,
business, properties or assets are subject, which, in any of such events, would
prohibit, impair or restrict the ability of Holder to execute and deliver this
Agreement, perform in accordance with the terms hereof or consummate the
transactions contemplated hereby, or would adversely affect the rights or
benefits, or both, hereunder of any other party hereto.

         (b)     Neither Holder nor any of Holder's affiliates (as defined in
the regulations under the Securities Act), will take, directly or indirectly,
during the term of this Agreement, any action designed to stabilize (except as
may be permitted by applicable law) or manipulate the price of any security of
the Company.

         (c)     Holder shall promptly furnish to the Company any and all
information as may be required by, or as may be necessary or advisable to
comply with the provisions of, the Securities Act, the Exchange Act, and the
rules and regulation of the SEC thereunder in connection with the preparation
and filing of any Registration Statement pursuant hereto, or any amendment or
supplement thereto, or any Preliminary Prospectus or Prospectus included
therein.  All information to be furnished to the Company by or on behalf of
Holder expressly for use in connection with the preparation of any Preliminary
Prospectus, the Prospectus, the Registration Statement, or any amendment or
supplement thereto, will not include any untrue statement of a





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<PAGE>   10
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

12.      Underwritten Registration.

         Holder may not participate in any underwritten registration hereunder
unless Holder (i) executes and delivers the underwriting agreement or similar
documents relating thereto pursuant to which Holder shall agree to sell, upon
the terms and subject to the conditions therein set forth, Holder's Registrable
Securities on the basis provided therein, and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, custodial or escrow agreements
and such other documents as may be necessary, advisable or required pursuant to
the terms thereof or as may be from time to time reasonably requested by the
underwriter or underwriters named therein, the Company, or their respective
legal counsel, in connection therewith.

         In the event of any conflict between the indemnification and
contribution terms as herein set forth and as set forth in any underwriting
agreement entered pursuant hereto, the underwriting agreement shall control.

13.      Survival of Representations and Agreements.

         All representations, warranties, covenants and agreements contained in
this Agreement shall be deemed to be representations, warranties, covenants and
agreements at the effective date of each Registration Statement contemplated by
this Agreement, and such representations, warranties, covenants and agreements,
including the indemnity and contribution agreements contained in Sections 8 and
9 hereof, shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Company, Holder or any Person which
is entitled to be indemnified under Section 8 hereof, and shall survive
termination of this Agreement.

14.      Amendments and Waivers.

         The provisions of this Agreement may not be amended, modified,
supplemented or waived without the prior written consent of the Company and the
Holder.

15.      Notices.

         Except as set forth below, all notices and other communications
provided for or permitted hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally or sent by telex or telecopier,
registered or certified mail (return receipt requested), postage prepaid, or
courier or overnight delivery service to the respective parties at the
following addresses (or at such other address for any party as shall be
specified by like notice, provided that notices of a change of address shall be
effective only upon receipt thereof), and further provided that in case of
directions to amend the Registration Statement pursuant to Section 2(c), Holder
must confirm such notice in writing by overnight express delivery with
confirmation of receipt:





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<PAGE>   11

         If to the Company:        Silverleaf Resorts, Inc.
                                   1221 Riverbend Drive
                                   Suite 120
                                   Dallas, Texas 75247
                                   Attn: Sharon K. Brayfield, President
                                   Telephone:       (214) 631-1166
                                   Telecopier:      (214) 905-0514
                                   
         with a copy to:           Meadows, Owens, Collier, Reed, Cousins & 
                                   Blau, L.L.P.
                                   3700 NationsBank Plaza
                                   901 Main Street
                                   Dallas, Texas 75202
                                   Attn: David N. Reed, Esq.
                                   Telephone:       (214) 749-2428
                                   Telecopier:      (214) 747-3732
                                   
         If to Holder:             Mr. Robert E. Mead
                                   9863 Rockbrook
                                   Dallas, Texas 75247
                                   Telephone:       (214) 631-1166
                                   Telecopier:      (214) 905-0514

In addition to the manner of notice permitted above, notices given pursuant to
Sections 2 and 6 hereof may be effected telephonically and confirmed in writing
thereafter in the manner described above.

16.      Successors and Assigns.

         This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto.

17.      Counterparts.

         This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

18.      Governing Law.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas applicable to contracts made and to be performed
wholly within said State.





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<PAGE>   12
19.      Severability.

         In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.

20.      Entire Agreement.

         This Agreement is intended by the parties as a final expression of
their agreement and intended to be the complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein.  There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein, with respect to
such subject matter.  This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

21.      No Shareholder Liability.

         No shareholder or other equity owner of the Company assumes any
personal liability for the obligations listed herein or for the Company's
performance of such obligations.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

   
                                SILVERLEAF RESORTS, INC.
                                
                                
                                
                                By: /s/ SHARON K. BRAYFIELD
                                    -------------------------------------
                                    Sharon K. Brayfield, President
                                
                                
                                
                                
                                "HOLDER"
                                
                                
                                
                                /s/ ROBERT E. MEAD
                                -----------------------------------------
                                Robert E. Mead
    




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