<PAGE>   1

                                                                    EXHIBIT 1.1
   






                                                          DRAFT OF MARCH 5, 1998

                                  $75,000,000

                            SILVERLEAF RESORTS, INC.

                    ____% SENIOR SUBORDINATED NOTES DUE 2008


                             UNDERWRITING AGREEMENT

                                                                __________, 1998




CREDIT SUISSE FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
    c/o Credit Suisse First Boston Corporation
            Eleven Madison Avenue
               New York, N.Y. 10010-3629


Dear Sirs:

         1.      Introductory. Silverleaf Resorts, Inc., a Texas corporation
(the "Company"), proposes, subject to the terms and conditions stated herein,
to issue and sell to Credit Suisse First Boston Corporation and Donaldson,
Lufkin & Jenrette Securities Corporation (the "Underwriters") U.S. $75,000,000
principal amount of its ___% Senior Subordinated Notes due 2008 ("Offered
Securities") to be issued under an indenture, dated as of _______________ 1998
(the "Indenture"), among the Company, the Subsidiary Guarantors (as defined
below) and Norwest Bank Minnesota, N.A., as Trustee (the "Trustee").  The
Company's obligations under the Offered Securities will be fully and
unconditionally guaranteed on a joint and several senior basis by all of the
existing subsidiaries of the Company listed on the signature page hereto (each
such subsidiary being a "Subsidiary Guarantor" and all such subsidiaries being,
collectively, the "Subsidiary Guarantors"), pursuant to and to the extent set
forth in the Indenture (the "Subsidiary Guarantees").  The Company and the
Subsidiary Guarantors hereby agree with the several Underwriters as follows:

         2.      Representations and Warranties of the Company and the
Subsidiary Guarantors.  Each of the Company and each Subsidiary Guarantor
jointly and severally represents and warrants to, and agrees with, the several
Underwriters that:

                 (a)      A registration statement (No. 333-       ) relating
         to the Offered Securities, including a form of prospectus, has been
         filed with the Securities and Exchange Commission ("Commission") and
         either (i) has been declared effective under the Securities Act of
         1933, as amended ("Act"), and is not proposed to be amended or (ii) is
         proposed to be amended by amendment or post-effective amendment. If
         such registration statement ("initial registration statement") has
         been declared effective, either (i) an additional registration
         statement ("additional
<PAGE>   2
         registration statement") relating to the Offered Securities may have
         been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)")
         under the Act and, if so filed, has become effective upon filing
         pursuant to such Rule and the Offered Securities all have been duly
         registered under the Act pursuant to the initial registration
         statement and, if applicable, the additional registration statement or
         (ii) such an additional registration statement is proposed to be filed
         with the Commission pursuant to Rule 462(b) and will become effective
         upon filing pursuant to such Rule and upon such filing the Offered
         Securities will all have been duly registered under the Act pursuant
         to the initial registration statement and such additional registration
         statement.  If the Company does not propose to amend the initial
         registration statement or if an additional registration statement has
         been filed and the Company does not propose to amend it, and if any
         post-effective amendment to either such registration statement has
         been filed with the Commission prior to the execution and delivery of
         this Agreement, the most recent amendment (if any) to each such
         registration statement has been declared effective by the Commission
         or has become effective upon filing pursuant to Rule 462(c) ("Rule
         462(c)") under the Act or, in the case of the additional registration
         statement, Rule 462(b). For purposes of this Agreement, "Effective
         Time" with respect to the initial registration statement or, if filed
         prior to the execution and delivery of this Agreement, the additional
         registration statement means (i) if the Company has advised the
         Underwriters that it does not propose to amend such registration
         statement, the date and time as of which such registration statement,
         or the most recent post-effective amendment thereto (if any) filed
         prior to the execution and delivery of this Agreement, was declared
         effective by the Commission or has become effective upon filing
         pursuant to Rule 462(c), or (ii) if the Company has advised the
         Underwriters that it proposes to file an amendment or post-effective
         amendment to such registration statement, the date and time as of
         which such registration statement, as amended by such amendment or
         post-effective amendment, as the case may be, is declared effective by
         the Commission. If an additional registration statement has not been
         filed prior to the execution and delivery of this Agreement but the
         Company has advised the Underwriters that it proposes to file one,
         "Effective Time" with respect to such additional registration
         statement means the date and time as of which such registration
         statement is filed and becomes effective pursuant to Rule 462(b).
         "Effective Date" with respect to the initial registration statement or
         the additional registration statement (if any) means the date of the
         Effective Time thereof. The initial registration statement, as amended
         at its Effective Time, including all information contained in the
         additional registration statement (if any) and deemed to be a part of
         the initial registration statement as of the Effective Time of the
         additional registration statement pursuant to the General Instructions
         of the Form on which it is filed and including all information (if
         any) deemed to be a part of the initial registration statement as of
         its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the
         Act, is hereinafter referred to as the "Initial Registration
         Statement". The additional registration statement, as amended at its
         Effective Time, including the contents of the initial registration
         statement incorporated by reference therein and including all
         information (if any) deemed to be a part of the additional
         registration statement as of its Effective Time pursuant to Rule
         430A(b), is hereinafter referred to as the "Additional Registration
         Statement".  The Initial Registration Statement and the Additional
         Registration Statement are herein referred to collectively as the
         "Registration Statements" and individually as a "Registration
         Statement". The form of prospectus relating to the Offered Securities,
         as first filed with the Commission pursuant to and in accordance with
         Rule 424(b) ("Rule 424(b)") under the Act or (if no such filing is
         required) as included in a Registration Statement, is hereinafter
         referred to as the "Prospectus". No document has been or will be
         prepared or distributed in reliance on Rule 434 under the Act.

                 (b)      If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement:
         (i) on the Effective Date of the Initial Registration Statement, the





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         Initial Registration Statement conformed in all respects to the
         requirements of the Act, the Trust Indenture Act of 1939 ("Trust
         Indenture Act") and the rules and regulations of the Commission
         ("Rules and Regulations") and did not include any untrue statement of
         a material fact or omit to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, (ii) on the Effective Date of the Additional Registration
         Statement (if any), each Registration Statement conformed, or will
         conform, in all respects to the requirements of the Act, the Trust
         Indenture Act and the Rules and Regulations and did not include, or
         will not include, any untrue statement of a material fact and did not
         omit, or will not omit, to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading and (iii) on the date of this Agreement, the Initial
         Registration Statement and, if the Effective Time of the Additional
         Registration Statement is prior to the execution and delivery of this
         Agreement, the Additional Registration Statement each conforms, and at
         the time of filing of the Prospectus pursuant to Rule 424(b) or (if no
         such filing is required) at the Effective Date of the Additional
         Registration Statement in which the Prospectus is included, each
         Registration Statement and the Prospectus will conform, in all
         respects to the requirements of the Act, the Trust Indenture Act and
         the Rules and Regulations, and neither of such documents includes, or
         will include, any untrue statement of a material fact or omits, or
         will omit, to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading. If the
         Effective Time of the Initial Registration Statement is subsequent to
         the execution and delivery of this Agreement: on the Effective Date of
         the Initial Registration Statement, the Initial Registration Statement
         and the Prospectus will conform in all respects to the requirements of
         the Act, the Trust Indenture Act and the Rules and Regulations,
         neither of such documents will include any untrue statement of a
         material fact or will omit to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, and no Additional Registration Statement has been or will
         be filed. The two preceding sentences do not apply to statements in or
         omissions from a Registration Statement or the Prospectus based upon
         written information furnished to the Company by any Underwriter
         through the Underwriters specifically for use therein, it being
         understood and agreed that the only such information is that described
         as such in Section 7(b) hereof.

                 (c)      The Company has been duly incorporated and is an
         existing corporation in good standing under the laws of the State of
         Texas, with power and authority (corporate and other) to own its
         properties and conduct its business as described in the Prospectus;
         and the Company is duly qualified to do business as a foreign
         corporation in good standing in all other jurisdictions in which its
         ownership or lease of property or the conduct of its business requires
         such qualification.

                 (d)      Each Subsidiary Guarantor has been duly incorporated
         and is an existing corporation in good standing under the laws of the
         jurisdiction of its incorporation, with power and authority (corporate
         and other) to own its properties and conduct its business as described
         in the Prospectus; and each Subsidiary Guarantor is duly qualified to
         do business as a foreign corporation in good standing in all other
         jurisdictions in which its ownership or lease of property or the
         conduct of its business requires such qualification; all of the issued
         and outstanding capital stock of each Subsidiary Guarantor has been
         duly authorized and validly issued and is fully paid and
         nonassessable; and the capital stock of each Subsidiary Guarantor
         owned by the Company, directly or through subsidiaries, is owned free
         from liens, encumbrances and defects.  The Company has no direct or
         indirect subsidiaries other than the Subsidiary Guarantors.

                 (e)      Each of the Master Club, Hill Country Resort Club,
         Holly Lake Resort Club, Piney Shores Resort Club, Villages Resort
         Club, The Villages Club, Holiday Hills Resort Club,





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         Ozark Mountain Resort Club, Holiday Hills Condominium Association,
         Inc., The Bluffs at Holiday Hills Condominium Association, Inc., The
         Lakes at Holiday Hills Condominium Association, Inc., the Oaks at
         Holiday Hills Condominium Association, Inc., The Pinnacle at Holiday
         Hills Condominium Association, Inc., Ozark Mountain Condominium
         Association, Inc., The Coves at Waters Bluff Condominium Association,
         Inc., Streamside at Ozark Mountain Condominium Association, Inc.,
         Waters Bluff at Ozark Mountain Condominium Association, Inc., Holly
         Lake Ranch Association, The Villages Home Owners' Association, Inc.,
         Holiday Hills Property Owners Association, Inc., The Ozark Mountain
         Boat Dock Association, Timber Creek Resort Club, Fox River Resort
         Club, Oak N' Spruce Resort Club, Oak N' Spruce Club and Silverleaf Las
         Vegas Resort Club (collectively, the "Clubs") has been duly formed and
         is an existing nonprofit corporation or unincorporated association and
         is in good standing under the laws of the jurisdiction of its
         formation, with power and authority to own its properties and conduct
         its business as described in the Prospectus; and each Club is duly
         qualified to do business and in good standing in all other
         jurisdictions in which its ownership or lease of property or the
         conduct of its business requires such qualification.

                 (e)      The Indenture has been duly authorized and, if the
         Effective Time of a Registration Statement is prior to the execution
         and delivery of this Agreement, has been or otherwise upon such
         Effective Time will be duly qualified under the Trust Indenture Act
         with respect to the Offered Securities registered thereby; the Offered
         Securities have been duly authorized; and when the Offered Securities
         are delivered and paid for pursuant to this Agreement on each Closing
         Date (as defined below), the Indenture will have been duly executed
         and delivered, such Offered Securities will have been duly executed,
         authenticated, issued and delivered and will conform to the
         description thereof contained in the Prospectus and the Indenture and
         such Offered Securities will constitute valid and legally binding
         obligations of the Company, enforceable in accordance with their
         terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles.

                 (f)      The Subsidiary Guarantees have been duly and validly
         authorized by the Subsidiary Guarantors and, when delivered in
         accordance with the terms of the Indenture, will have been duly
         executed, authenticated and delivered and will constitute valid and
         legally binding obligations of the Subsidiary Guarantors, enforceable
         against each of them in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and general equity principles.

                 (g)      Except as disclosed in the Prospectus, there are no
         contracts, agreements or understandings between the Company and any
         person that would give rise to a valid claim against the Company or
         any Underwriter for a brokerage commission, finder's fee or other like
         payment in connection with this offering.

                 (h)      The Offered Securities, the Subsidiary Guarantees and
         the Indenture when delivered, will conform in all material respects to
         the descriptions thereof in the Prospectus.

                 (i)      No consent, approval, authorization, or order of, or
         filing with, any governmental agency or body or any court is required
         for the consummation of the transactions contemplated by this
         Agreement in connection with the issuance and sale of the Offered
         Securities by the Company or the issuance of the Subsidiary Guarantees
         by the Subsidiary Guarantors except such





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<PAGE>   5
         as have been obtained and made under the Act and the Trust Indenture
         Act and such as may be required under state securities laws.

                 (j)      The execution, delivery and performance of the
         Indenture, the Subsidiary Guarantees, and this Agreement and the
         issuance and sale of the Offered Securities and compliance with the
         terms and provisions thereof will not result in a breach or violation
         of any of the terms and provisions of, or constitute a default under,
         any statute, any rule, regulation or order of any governmental agency
         or body or any court, domestic or foreign, having jurisdiction over
         the Company, any Subsidiary Guarantor, any Club or any of their
         properties, or any agreement or instrument to which the Company, any
         such Subsidiary Guarantor or any Club is a party or by which the
         Company, any such Subsidiary Guarantor or any such Club is bound or to
         which any of the properties of the Company, any such Subsidiary
         Guarantor or any such Club is subject, or the charter or by-laws of
         the Company, any such Subsidiary Guarantor or any such Club, and the
         Company has full power and authority to authorize, issue and sell the
         Offered Securities as contemplated by this Agreement and each
         Subsidiary Guarantor has full power and authority to authorize and
         issue the Subsidiary Guarantees as contemplated by this Agreement.

                 (k)      This Agreement has been duly authorized, executed and
         delivered by the Company and the Subsidiary Guarantors and constitutes
         the valid and legally binding obligation of the Company and the
         Subsidiary Guarantors, enforceable in accordance with its terms,
         subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles and except to the extent that indemnification from
         liability in connection with the Federal securities laws or the basis
         of allocation contained in the contribution provisions herein may be
         unenforceable.

                 (l)      Except as disclosed in the Prospectus, the Company,
         the Subsidiary Guarantors and the Clubs have good and marketable title
         to all real properties and all other properties and assets owned by
         them, in each case free from liens, encumbrances and defects that
         would materially affect the value thereof or materially interfere with
         the use made or to be made thereof by them; and except as disclosed in
         the Prospectus, the Company, the Subsidiary Guarantors and the Clubs
         hold any leased real or personal property under valid and enforceable
         leases with no exceptions that would materially interfere with the use
         made or to be made thereof by them.

                 (m)      The Company, the Subsidiary Guarantors and the Clubs
         possess adequate certificates, authorities or permits issued by
         appropriate governmental agencies or bodies necessary to conduct the
         business now operated by them and have not received any notice of
         proceedings relating to the revocation or modification of any such
         certificate, authority or permit that, if determined adversely to the
         Company, any of the Subsidiary Guarantors or the Clubs, would
         individually or in the aggregate have a material adverse effect on the
         Company and its subsidiaries taken as a whole.

                 (n)      No labor dispute with the employees of the Company,
         any Subsidiary Guarantor or any Club exists or, to the knowledge of
         the Company or any Subsidiary Guarantor, is imminent that might have a
         material adverse effect on the Company and its subsidiaries taken as a
         whole.

                 (o)      The Company, the Subsidiary Guarantors and the Clubs
         own, possess or can acquire on reasonable terms, adequate trademarks,
         trade names and other rights to inventions, know-how, patents,
         copyrights, confidential information and other intellectual property





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<PAGE>   6
         (collectively, "intellectual property rights") necessary to conduct
         the business now operated by them, or presently employed by them, and
         have not received any notice of infringement of or conflict with
         asserted rights of others with respect to any intellectual property
         rights that, if determined adversely to the Company, any of the
         Subsidiary Guarantors or the Clubs, would individually or in the
         aggregate have a material adverse effect on the Company and its
         subsidiaries taken as a whole.

                 (p)      Except as disclosed in the Prospectus, none of the
         Company, any of the Subsidiary Guarantors nor any Club is in violation
         of any statute, any rule, regulation, decision or order of any
         governmental agency or body or any court, domestic or foreign,
         relating to the use, disposal or release of hazardous or toxic
         substances or relating to the protection or restoration of the
         environment or human exposure to hazardous or toxic substances
         (collectively, "environmental laws"), owns or operates any real
         property contaminated with any substance that is subject to any
         environmental laws, is liable for any off-site disposal or
         contamination pursuant to any environmental laws, or is subject to any
         claim relating to any environmental laws, which violation,
         contamination, liability or claim would individually or in the
         aggregate have a material adverse effect on the Company and its
         subsidiaries taken as a whole; and the Company and the Subsidiary
         Guarantors are not aware of any pending investigation which might lead
         to such a claim.

                 (q)      Except as disclosed in the Prospectus, there are no
         pending actions, suits, proceedings, inquiries, arbitrations,
         investigations, litigation or governmental proceedings against or
         affecting the Company, any of the Subsidiary Guarantors, any of the
         Clubs or any of their respective properties that, if determined
         adversely to the Company, any of the Subsidiary Guarantors or any of
         the Clubs, would individually or in the aggregate have a material
         adverse effect on the condition (financial or other), business,
         properties or results of operations of the Company and its
         subsidiaries taken as a whole, or would materially and adversely
         affect the ability of the Company or the Subsidiary Guarantors to
         perform their obligations under the Indenture or this Agreement or
         which are otherwise material in the context of the sale of the Offered
         Securities or the issuing of the Subsidiary Guarantees; and no such
         actions, suits, proceedings, inquiries, arbitrations, investigations,
         litigation or governmental proceedings are threatened or, to the
         Company's or any of the Subsidiary Guarantor's knowledge,
         contemplated.  None of the Company, any of the Subsidiary Guarantors
         or any of the Clubs is a party or subject to the provisions of any
         injunction, judgment, decree or order of any court, regulatory body,
         administrative agency or other governmental body which would
         individually or in the aggregate have a material adverse effect on the
         Company and its subsidiaries taken as a whole.

                 (r)      The financial statements included in each
         Registration Statement and the Prospectus present fairly the financial
         position of the Company and its consolidated subsidiaries as of the
         dates shown and their results of operations and cash flows for the
         periods shown, and such financial statements have been prepared in
         conformity with the generally accepted accounting principles in the
         United States applied on a consistent basis; and the schedules
         included in each Registration Statement present fairly the information
         required to be stated therein and the assumptions used in preparing
         the pro forma financial information included in each Registration
         Statement and the Prospectus provide a reasonable basis for presenting
         the significant effects directly attributable to the transactions or
         events described therein, the related pro forma adjustments give
         appropriate effect to those assumptions, and the pro forma columns
         therein reflect the proper application of those adjustments to the
         corresponding historical financial statement amounts.





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<PAGE>   7
                 (s)      Except as disclosed in the Prospectus, since the date
         of the latest audited financial statements included in the Prospectus
         there has been no material adverse change, nor any development or
         event involving a prospective material adverse change, in the
         condition (financial or other), business, properties or results of
         operations of the Company and its subsidiaries taken as a whole, and,
         except as disclosed in or contemplated by the Prospectus, there has
         been no dividend or distribution of any kind declared, paid or made by
         the Company on any class of its capital stock.

                 (t)      The Company is not an open-end investment company,
         unit investment trust face-amount certificate company, or any other
         investment company that is or is required to be registered under
         Section 8 of the United States Investment Company Act of 1940 (the
         "Investment Company Act"); and the Company is not and, after giving
         effect to the offering and sale of the Offered Securities and the
         application of the proceeds thereof as described in the Prospectus,
         will not be an "investment company" as defined in the Investment
         Company Act.

                 (u)      Except as disclosed in the Prospectus, the Company,
         the Subsidiary Guarantors and the Clubs have and maintain liability,
         property and casualty insurance (insured by insurers of recognized
         financial responsibility) in favor of the Company, the Subsidiary
         Guarantors and the Clubs with respect to each of the timeshare resorts
         operated by the Company, including the New Resorts (as defined in the
         Prospectus) (collectively, the "Resorts") in an amount and on such
         terms as is reasonable and customary for businesses of the type
         proposed to be conducted by the Company, the Subsidiary Guarantors and
         the Clubs, including, among other things, insurance against theft,
         damage, destruction and acts of vandalism.  None of the Company, any
         of the Subsidiary Guarantors or any of the Clubs has received from any
         insurance company notice of any material defects or deficiencies
         affecting the insurability of any such Resort.

                 (v)      Title insurance in favor of the Company, is in force
         with respect to those portions of each of the Resorts specified in
         Section 6(h)(ii) in an amount previously disclosed to the
         Underwriters.

                 (w)      Except as disclosed in the Prospectus, all
         entitlements necessary for development of the Resorts have been
         obtained, and no further governmental or regulatory approvals are
         necessary for additional development of the Resorts.

                 (x)      The mortgages and deeds of trust encumbering the
         Resorts are not convertible and such mortgages and deeds of trust are
         not cross-defaulted or cross-collateralized to any Resort not owned
         directly or indirectly by the Company.

                 (y)      No environmental engineering firm which prepared
         Phase I environmental assessment reports (or other similar reports)
         with respect to the Resorts as set forth in the Registration Statement
         was employed for such purpose on a contingent basis or has any
         substantial interest in the Company, any of the Subsidiary Guarantors
         or any Club.

                 (z)      Except as disclosed in the Prospectus, the Company,
         the Subsidiary Guarantors and the Clubs are in compliance with all
         federal, state, local and foreign laws and regulations regarding the
         marketing, advertising, offers to sell and sales of vacation intervals
         in each state in which the Company, the Subsidiary Guarantors and the
         Clubs are doing business or offering or selling vacation intervals,
         including but not limited to the Federal Trade Commission Act,
         Regulation Z (the truth-in-lending act), Equity Opportunity Credit Act
         and Regulation B, Interstate Land Sales Full Disclosure Act, Real
         Estate Standards Practices Act, Telephone





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<PAGE>   8
         Consumer Protection Act, Telemarketing and Consumer Fraud and Abuse
         Prevention Act, Fair Housing Act and Civil Rights Acts of 1964 and
         1968, in each case except as would not have a material adverse effect
         on the Company and its subsidiaries taken as a whole.  Except as
         disclosed in the Prospectus, the Company, the Subsidiary Guarantors
         and the Clubs have filed all required documents and supporting
         information in compliance with federal, state, local and foreign laws
         and regulations, and the Company, the Subsidiary Guarantors and the
         Clubs are in compliance with all licensure, anti-fraud, telemarketing,
         price, gift and sweepstakes and labor laws to which they are or may
         become subject, in each case except as would not have a material
         adverse effect on the Company and its subsidiaries taken as a whole.
         The Company, the Subsidiary Guarantors and the Clubs have all permits
         and licenses which are required to sell vacation intervals in each
         state and foreign jurisdiction where they conduct business, in each
         case except as would not have a material adverse effect on the Company
         and its subsidiaries taken as a whole.

                 (aa)     The timeshare interests sold by the Company
         ("Vacation Intervals") do not constitute "securities" under the Act.
         Neither the offer, the sale nor the issuance of Vacation Intervals by
         the Company or any of the Subsidiary Guarantors required registration
         under the Act or under the securities laws of the state of Texas,
         Missouri, Illinois, Massachusetts, Nevada or New York or under any
         other state securities laws nor does the fact that such interests are
         outstanding require registration under the Exchange Act.

                 (ab)     The execution, delivery, and performance of each of
         the documents relating to the purchases (the "New Property Purchases")
         of the properties in Galveston, Texas, De Soto, Missouri, Sheridan,
         Illinois, Berkshire, Massachusetts, Las Vegas, Nevada (the "New
         Properties") was duly and validly authorized by the Company, and each
         such document relating to the New Property Purchases was duly executed
         and delivered by the Company and constitutes the legally valid and
         binding agreement of the Company, enforceable against the Company in
         accordance with its terms.  The execution, delivery and performance of
         the documents relating to the New Property Purchases by the Company
         and the consummation of the transactions contemplated thereby (A) did
         not require any consent, approval, authorization or other order of or
         registration or filing with, any court, regulatory body,
         administrative agency or other governmental body, agency or official
         or conflict with or constitute a breach of, or a default under, the
         certificate or articles of incorporation, bylaws, or other
         organizational documents, of the Company and (B) did not conflict with
         or constitute a breach of, or a default under, any material agreement,
         indenture, lease or other instrument to which the Company is a party
         or by which the Company or any of its properties may be bound, or
         violate any statute, law, regulation or filing or judgment,
         injunction, order or decree applicable to the Company or any of its
         properties, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Company
         pursuant to the terms of any agreement or instrument to which any of
         them is a party or by which any of them may be bound or to which any
         of the property or assets of any of them is subject.

                 (ac)     No person has an option or right of first refusal to
         purchase all or part of any of the Resorts or any interest therein.
         Each of the Resorts complies with all applicable codes, laws and
         regulations (including, without limitation, building and zoning codes
         and laws relating to handicapped access), except as would not have a
         material adverse effect on the Company and its subsidiaries taken as a
         whole.  Except as disclosed in the Prospectus, the Company has no
         knowledge of any pending or threatened condemnation proceedings,
         zoning changes, or other proceedings or actions that will in any
         manner affect the size of, number of vacation intervals planned for,
         the use of any improvements on, or access to, the Resorts.





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<PAGE>   9
                 (ad)     The Company will apply the net proceeds from the
         offering of the Offered Securities in the manner set forth under "Use
         of Proceeds" in the Prospectus.

                 (ae)     The consolidated capitalization as of December 31,
         1997, of the Company is as set forth in the Prospectus under the
         caption "Capitalization."  The consolidated capitalization as of
         December 31, 1997, of the Company as adjusted for this offering and
         the Equity Offering (as defined in the Prospectus) is as set forth in
         the Prospectus under the caption "Capitalization."  All of the issued
         and outstanding shares of capital stock of the Company and each of its
         subsidiaries have been duly authorized and are validly issued, fully
         paid and nonassessable.  The Company owns, either directly or
         indirectly, all of the outstanding capital stock of each of its
         subsidiaries, free and clear of any liens, restrictions on transfer,
         agreements, voting trusts or other defects of title whatsoever.  The
         issuance of the Offered Securities will not be subject to preemptive
         or other similar rights.  Except as disclosed in the Prospectus and
         other than grants of stock options to employees of the Company
         pursuant to existing employee stock option plans approved by the Board
         of Directors of the Company, there are no outstanding subscriptions,
         rights, warrants, options, calls, convertible or exchangeable
         securities or commitments of sale related to or entitling any person
         to purchase or otherwise to acquire any shares of the capital stock
         of, or other ownership interests in, the Company or any of its
         subsidiaries.

                 (af)     The Company and the Subsidiary Guarantors (i) make
         and keep in reasonable detail accurate books and records and (ii)
         maintain internal accounting controls which provide reasonable
         assurance that: (A) transactions are executed in accordance with
         management's general or specific authorizations; (B) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain accountability for assets; (C) access to assets is permitted
         only in accordance with management's general or specific
         authorization; and (D) the recorded accountability for assets is
         compared with the existing assets at reasonable intervals.

                 (ag)     Neither the Company nor any of the Subsidiary
         Guarantors has taken, nor will any of them take, directly or
         indirectly, any action designed to materially violate or cause a
         material violation of Regulation M under the Act with respect to the
         offering of the Offered Securities hereby.

                 (ah)     The Company and the Subsidiary Guarantors do not
         intend to, nor do they believe that they will, incur debts beyond
         their ability to pay such debts as they mature.  Each of the Company
         and the Subsidiary Guarantors believes that the present fair saleable
         value of its assets exceeds the amount that will be required to be
         paid on or in respect of the existing debts and other liabilities
         (including contingent liabilities) of the Company and each Subsidiary
         Guarantor, respectively, as they become absolute and matured.  The
         assets of each of the Company and each Subsidiary Guarantor do not
         constitute unreasonably small capital to carry out the business of the
         Company or such Subsidiary Guarantor, respectively, as conducted or as
         proposed to be conducted.  Each of the Company and the Subsidiary
         Guarantors believes that upon the issuance of the Offered Securities
         and the Guarantees the present fair saleable value of the assets of
         the Company and each Subsidiary Guarantor will exceed the amount that
         will be required to be paid on or in respect of the existing debts and
         other liabilities (including contingent liabilities) of the Company or
         the respective Subsidiary Guarantor as they become absolute and
         matured.  The Company and the Subsidiary Guarantors believe that upon
         the issuance of the Offered Securities and the Subsidiary Guarantees,
         the assets of the Company and each Subsidiary Guarantor will not
         constitute unreasonably small capital to carry out its businesses as
         now conducted, including the





                                      9

<PAGE>   10
         capital needs of the Company and the Subsidiary Guarantors, taking
         into account the projected capital requirements and capital
         availability.

                 (ai)     Each certificate signed by any officer of the Company
         or a Subsidiary Guarantor and delivered to the Underwriters or counsel
         for the Underwriters at Closing hereunder shall be deemed to be a
         representation and warranty by the Company or such Subsidiary
         Guarantor to the Underwriters as to the matters covered thereby.

         3.      Purchase, Sale and Delivery of Offered Securities.  On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company agrees to
sell to the Underwriters, and the Underwriters agree, severally and not
jointly, to purchase from the Company, at a purchase price of   % of the
principal amount thereof plus accrued interest from                    to the
Closing Date (as hereinafter defined) the respective principal amounts of the
Initial Securities set forth opposite the names of the several Underwriters in
Schedule A hereto.

         The Company will deliver against payment of the purchase price the
Initial Securities to be offered and sold by the Underwriters in the form of
one or more permanent global Securities in definitive form (the "Global
Securities") deposited with the Trustee as custodian for The Depository Trust
Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.
Interests in any permanent global Securities will be held only in book-entry
form through DTC, except in the limited circumstances described in the
Prospectus. Payment for the Initial Securities shall be made by the
Underwriters in Federal (same day) funds by official check or checks or wire
transfer to an account at a bank acceptable to Credit Suisse First Boston
Corporation ("CSFBC") drawn to the order of Silverleaf Resorts, Inc., account
number _____________, at the office of counsel for the Underwriters at 9:00
A.M. (New York time), on ________ __, 1998, or at such other time not later
than seven full business days thereafter as CSFBC and the Company determine,
such time being herein referred to as the "Closing Date", against delivery to
the Trustee as custodian for DTC of the Global Securities representing all of
the Offered Securities. The Global Securities will be made available for
checking at the above office of CSFBC at least 24 hours prior to the Closing
Date.

         4.      Offering by Underwriters.  It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

         5.      Certain Agreements of the Company and the Subsidiary
Guarantors.  Each of the Company and the Subsidiary Guarantors jointly and
severally agrees with the several Underwriters that:

                 (a)      If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement,
         the Company will file the Prospectus with the Commission pursuant to
         and in accordance with subparagraph (1) (or, if applicable and if
         consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than
         the earlier of (A) the second business day following the execution and
         delivery of this Agreement or (B) the fifteenth business day after the
         Effective Date of the Initial Registration Statement.

         The Company will advise CSFBC promptly of any such filing pursuant to
         Rule 424(b). If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement and
         an additional registration statement is necessary to register a
         portion of the Offered Securities under the Act but the Effective Time
         thereof has not occurred as of such execution and delivery, the
         Company will file the additional registration statement or, if filed,
         will file a post-effective amendment thereto with the Commission
         pursuant to and in accordance with Rule 462(b) on or prior to 10:00
         P.M., New York time, on the date of this Agreement or,





                                     10

<PAGE>   11
         if earlier, on or prior to the time the Prospectus is printed and
         distributed to any Underwriter, or will make such filing at such later
         date as shall have been consented to by CSFBC.

                 (b)      The Company will advise CSFBC promptly of any
         proposal to amend or supplement the initial or any additional
         registration statement as filed or the related prospectus or the
         Initial Registration Statement, the Additional Registration Statement
         (if any) or the Prospectus and will not effect such amendment or
         supplementation without CSFBC's consent; and the Company will also
         advise CSFBC promptly of the effectiveness of each Registration
         Statement (if its Effective Time is subsequent to the execution and
         delivery of this Agreement) and of any amendment or supplementation of
         a Registration Statement or the Prospectus and of the institution by
         the Commission of any stop order proceedings in respect of a
         Registration Statement and will use its best efforts to prevent the
         issuance of any such stop order and to obtain as soon as possible its
         lifting, if issued.

                 (c)      If, at any time when a prospectus relating to the
         Offered Securities is required to be delivered under the Act in
         connection with sales by any Underwriter or dealer, any event occurs
         as a result of which the Prospectus as then amended or supplemented
         would include an untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein, in the
         light of the circumstances under which they were made, not misleading,
         or if it is necessary at any time to amend the Prospectus to comply
         with the Act, the Company will promptly notify CSFBC of such event and
         will promptly prepare and file with the Commission, at its own
         expense, an amendment or supplement which will correct such statement
         or omission or an amendment which will effect such compliance.
         Neither CSFBC's consent to, nor the Underwriters' delivery of, any
         such amendment or supplement shall constitute a waiver of any of the
         conditions set forth in Section 6.

                 (d)      As soon as practicable, but not later than the
         Availability Date (as defined below), the Company will make generally
         available to its securityholders an earnings statement covering a
         period of at least 12 months beginning after the Effective Date of the
         Initial Registration Statement (or, if later, the Effective Date of
         the Additional Registration Statement) which will satisfy the
         provisions of Section 11(a) of the Act. For the purpose of the
         preceding sentence, "Availability Date" means the 45th day after the
         end of the fourth fiscal quarter following the fiscal quarter that
         includes such Effective Date, except that, if such fourth fiscal
         quarter is the last quarter of the Company's fiscal year,
         "Availability Date" means the 90th day after the end of such fourth
         fiscal quarter.

                 (e)      The Company will furnish to the Underwriters copies
         of each Registration Statement (three of which will be signed and will
         include all exhibits), each related preliminary prospectus, and, so
         long as a prospectus relating to the Offered Securities is required to
         be delivered under the Act in connection with sales by any Underwriter
         or dealer, the Prospectus and all amendments and supplements to such
         documents, in each case in such quantities as CSFBC requests. The
         Prospectus shall be so furnished on or prior to 3:00 P.M., New York
         time, on the business day following the later of the execution and
         delivery of this Agreement or the Effective Time of the Initial
         Registration Statement. All other documents shall be so furnished as
         soon as available. The Company will pay the expenses of printing and
         distributing to the Underwriters all such documents.

                 (f)      The Company will arrange for the qualification of the
         Offered Securities for sale and the determination of their eligibility
         for investment under the laws of such jurisdictions as





                                     11

<PAGE>   12
         CSFBC designates and will continue such qualifications in effect so
         long as required for the distribution.

                 (g)      During the period of five years hereafter, the
         Company will furnish to the Underwriters and, upon request, to each of
         the other Underwriters, as soon as practicable after the end of each
         fiscal year, a copy of its annual report to shareholders for such
         year; and the Company will furnish to the Underwriters (i) as soon as
         available, a copy of each report and any definitive proxy statement of
         the Company filed with the Commission under the Securities Exchange
         Act of 1934 or mailed to shareholders, and (ii) from time to time,
         such other information concerning the Company as CSFBC may reasonably
         request.

                 (h)      The Company will pay all expenses incidental to the
         performance of its obligations under this Agreement and the Indenture,
         for the fees and expenses of the Trustee and its professional
         advisers, for any filing fees and other expenses (including fees and
         disbursements of counsel) incurred in connection with qualification of
         the Offered Securities for sale under the laws of such jurisdictions
         as CSFBC designates and the printing of memoranda relating thereto,
         for any fees charged by investment rating agencies for the rating of
         the Offered Securities, for the filing fee incident to, and the
         reasonable fees and disbursements of counsel to the Underwriters in
         connection with, the review by the National Association of Securities
         Dealers, Inc. of the Offered Securities, for any travel expenses of
         the Company's officers and employees and any other expenses of the
         Company in connection with attending or hosting meetings with
         prospective purchasers of the Offered Securities and for expenses
         incurred in distributing preliminary prospectuses and the Prospectus
         (including any amendments and supplements thereto) to the
         Underwriters.

         6.      Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Offered
Securities on the Closing Date will be subject to the accuracy of the
representations and warranties on the part of the Company and the Subsidiary
Guarantors contained herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company and the Subsidiary Guarantors of their respective obligations hereunder
and to the following additional conditions precedent:

                 (a)      The Underwriters shall have received a letter, dated
         the date of delivery thereof (which, if the Effective Time of the
         Initial Registration Statement is prior to the execution and delivery
         of this Agreement, shall be on or prior to the date of this Agreement
         or, if the Effective Time of the Initial Registration Statement is
         subsequent to the execution and delivery of this Agreement, shall be
         prior to the filing of the amendment or post-effective amendment to
         the registration statement to be filed shortly prior to such Effective
         Time), of each of Deloitte & Touche LLP confirming that they are
         independent public accountants within the meaning of the Act and the
         applicable published Rules and Regulations thereunder and stating to
         the effect that:

                          (i)  in their opinion the financial statements and
                 schedules examined by them and included or incorporated by
                 reference in the Registration Statements comply as to form in
                 all material respects with the applicable accounting
                 requirements of the Act and the related published Rules and
                 Regulations;

                                  (A) at the date of the latest available
                          balance sheet read by such accountants, or at a
                          subsequent specified date not more than three
                          business days prior to the date of this Agreement,
                          there was any change in the capital stock or any
                          increase in indebtedness of the Company and its
                          consolidated subsidiaries or,





                                     12

<PAGE>   13
                          at the date of the latest available balance sheet
                          read by such accountants, there was any decrease in
                          consolidated total assets, as compared with amounts
                          shown on the latest balance sheet included in the
                          Prospectus; or

                                  (B) for the period from the closing date of
                          the latest income statement included in the
                          Prospectus to the closing date of the latest
                          available income statement read by such accountants
                          there were any decreases, as compared with the
                          corresponding period of the previous year and with
                          the period of corresponding length ended the date of
                          the latest income statement included in the
                          Prospectus, in consolidated revenues or in the total
                          or per share amounts of consolidated net income,

                 except in all cases set forth in clauses (A) and (B) above for
                 changes, increases or decreases which the Prospectus discloses
                 have occurred or may occur or which are described in such
                 letter;

                          (ii)  they have read the unaudited pro forma
                 information included in the Registration Statement and made
                 inquiries of officials of the Company who have responsibility
                 for financial and accounting matters and other specified
                 procedures, and nothing came to their attention that caused
                 them to believe that the unaudited pro forma financial data
                 included in the Registration Statements do not comply as to
                 form in all material respects with the applicable accounting
                 requirements of the Act and the related published Rules and
                 Regulations or that the pro forma adjustments have not been
                 properly applied to the historical amounts in the compilation
                 of those statements; and

                          (iii)  they have compared specified dollar amounts
                 (or percentages derived from such dollar amounts) and other
                 financial information contained in the Registration Statements
                 (in each case to the extent that such dollar amounts,
                 percentages and other financial information are derived from
                 the general accounting records of the Company and its
                 subsidiaries subject to the internal controls of the Company's
                 accounting system or are derived directly from such records by
                 analysis or computation) with the results obtained from
                 inquiries, a reading of such general accounting records and
                 other procedures specified in such letter and have found such
                 dollar amounts, percentages and other financial information to
                 be in agreement with such results, except as otherwise
                 specified in such letter.

         For purposes of this subsection, (i) if the Effective Time of the
         Initial Registration Statement is subsequent to the execution and
         delivery of this Agreement, "Registration Statements" shall mean the
         initial registration statement as proposed to be amended by the
         amendment or post-effective amendment to be filed shortly prior to its
         Effective Time, (ii) if the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement but
         the Effective Time of the Additional Registration is subsequent to
         such execution and delivery, "Registration Statements" shall mean the
         Initial Registration Statement and the additional registration
         statement as proposed to be filed or as proposed to be amended by the
         post-effective amendment to be filed shortly prior to its Effective
         Time, and (iii) "Prospectus" shall mean the prospectus included in the
         Registration Statements.

                 (b)      If the Effective Time of the Initial Registration
         Statement is not prior to the execution and delivery of this
         Agreement, such Effective Time shall have occurred not later than
         10:00 P.M., New York time, on the date of this Agreement or such later
         date as shall have been





                                     13

<PAGE>   14
         consented to by CSFBC. If the Effective Time of the Additional
         Registration Statement (if any) is not prior to the execution and
         delivery of this Agreement, such Effective Time shall have occurred
         not later than 10:00 P.M., New York time, on the date of this
         Agreement or, if earlier, the time the Prospectus is printed and
         distributed to any Underwriter, or shall have occurred at such later
         date as shall have been consented to by CSFBC.  If the Effective Time
         of the Initial Registration Statement is prior to the execution and
         delivery of this Agreement, the Prospectus shall have been filed with
         the Commission in accordance with the Rules and Regulations and
         Section 5(a) of this Agreement. Prior to such Closing Date, no stop
         order suspending the effectiveness of a Registration Statement shall
         have been issued and no proceedings for that purpose shall have been
         instituted or, to the knowledge of the Company or the Underwriters,
         shall be contemplated by the Commission.

                 (c)      Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) any change, or any
         development or event involving a prospective change, in the condition
         (financial or other), business, properties or results of operations of
         the Company or its subsidiaries which, in the judgment of a majority
         in interest of the Underwriters, is material and adverse and makes it
         impractical or inadvisable to proceed with completion of the public
         offering or the sale of and payment for the Offered Securities; (ii)
         any downgrading in the rating of any debt securities of the Company by
         any "nationally recognized statistical rating organization" (as
         defined for purposes of Rule 436(g) under the Act), or any public
         announcement that any such organization has under surveillance or
         review its rating of any debt securities of the Company (other than an
         announcement with positive implications of a possible upgrading, and
         no implication of a possible downgrading, of such rating); (iii) any
         suspension or limitation of trading in securities generally on the New
         York Stock Exchange or the Nasdaq Stock Market's National Market, or
         any setting of minimum prices for trading on such exchange, or any
         suspension of trading of any securities of the Company on any exchange
         or in the over-the-counter market; (iv) any banking moratorium
         declared by U.S. Federal, New York or Texas authorities; or (v) any
         outbreak or escalation of major hostilities in which the United States
         is involved, any declaration of war by Congress or any other
         substantial national or international calamity or emergency if, in the
         judgment of a majority in interest of the Underwriters, the effect of
         any such outbreak, escalation, declaration, calamity or emergency
         makes it impractical or inadvisable to proceed with completion of the
         public offering or the sale of and payment for the Offered Securities.

                 (d)      The Underwriters shall have received an opinion,
         dated Closing Date, of Meadows, Owens, Collier, Reed, Cousins & Blau,
         L.L.P., counsel for the Company and the Subsidiary Guarantors, to the
         effect that:

                          (i)     The Company has been duly incorporated and is
                 an existing corporation in good standing under the laws of the
                 State of Texas, with corporate power and authority to own its
                 properties and conduct its business as described in the
                 Prospectus; and the Company is duly qualified to do business
                 as a foreign corporation in good standing in all other
                 jurisdictions in which its ownership or lease of property or
                 the conduct of its business requires such qualification;

                          (ii)    Each of the Subsidiary Guarantors has been
                 duly incorporated and is an existing corporation in good
                 standing under the laws of the state of its incorporation and
                 has the requisite corporate power and authority to own, lease
                 and operate its properties and to conduct its business as
                 described in the Prospectus; and each Subsidiary Guarantor is
                 duly qualified to do business as a foreign corporation in good
                 standing in all other





                                     14

<PAGE>   15
                 jurisdictions in which its ownership or lease of property or
                 the conduct of its business requires such qualification;

                          (iii)            All of the issued and outstanding
                 shares of capital stock of the Subsidiary Guarantors have been
                 duly authorized and validly issued, and are fully paid and
                 nonassessable, and all outstanding shares of capital stock of
                 each such subsidiary are owned, directly or indirectly, by the
                 Company, free and clear of any liens; except as disclosed in
                 the Prospectus and to the best of such counsel's knowledge,
                 after due inquiry, there are no outstanding subscriptions,
                 rights, warrants, options, calls, convertible securities,
                 commitments of sale or liens related to or entitling any
                 person to purchase or otherwise to acquire any shares of
                 capital stock of, or other ownership interest in, any such
                 Subsidiary Guarantor;

                          (iv)             Except as disclosed in the
                 Prospectus, there are no contracts, agreements or
                 understandings known to such counsel between the Company and
                 any person granting such person the right to require the
                 Company to file a registration statement under the Act with
                 respect to any securities of the Company owned or to be owned
                 by such person or to require the Company to include such
                 securities in the securities registered pursuant to the
                 Registration Statement or in any securities being registered
                 pursuant to any other registration statement filed by the
                 Company under the Act;

                          (v)              The Company is not an open-end
                 investment company, unit investment trust, face-amount
                 certificate company or any other form of investment company
                 that is or is required to be registered under Section 8 of the
                 Investment Company Act; and the Company is not and, after
                 giving effect to the offering and sale of the Initial Offered
                 Securities and the application of the proceeds thereof as
                 described in the Prospectus, will not be (A) an "investment
                 company" as defined in the Investment Company Act or (B) a
                 closed-end investment company required to be registered, but
                 not registered under the Investment Company Act;

                          (vi)             No consent, approval, authorization
                 or order of, or filing with, any governmental agency or body
                 or any court is required for the consummation of the
                 transactions contemplated by this Agreement or the Indenture
                 in connection with the issuance or sale of the Offered
                 Securities by the Company and issuance of the Subsidiary
                 Guarantees by the Subsidiary Guarantors, except such as have
                 been obtained and made under the Act and such as may be
                 required under state securities laws;

                          (vii)            The execution, delivery and
                 performance of this Agreement, the Offered Securities, the
                 Indenture and the Subsidiary Guarantees (the "Operative
                 Documents") by the Company and the Subsidiary Guarantors and
                 the issuance and sale of the Offered Securities and the
                 Subsidiary Guarantees and compliance with the terms and
                 provisions thereof will not result in a breach or violation of
                 any of the terms and provisions of, or constitute a default
                 under, any statute, any rule, regulation or order of any
                 governmental agency or body or any court having jurisdiction
                 over the Company or any Subsidiary Guarantor or any of their
                 properties, or any agreement or instrument to which the
                 Company or any such Subsidiary Guarantor is a party or by
                 which the Company or any such Subsidiary Guarantor is bound or
                 to which any of the properties of the Company or any such
                 Subsidiary Guarantor is subject, or the charter or by-laws of
                 the Company or any such Subsidiary Guarantor and the Company
                 and each Subsidiary Guarantor have





                                     15

<PAGE>   16
                 full power and authority to authorize, issue and sell the
                 Offered Securities and the Subsidiary Guarantees,
                 respectively, as contemplated by this Agreement;

                          (viii)      The Initial Registration Statement was
                 declared effective under the Act as of the date and time
                 specified in such opinion, the Additional Registration
                 Statement (if any) was filed and became effective under the
                 Act as of the date and time (if determinable) specified in
                 such opinion, the Prospectus either was filed with the
                 Commission pursuant to the subparagraph of Rule 424(b)
                 specified in such opinion on the date specified therein or was
                 included in the Initial Registration Statement or the
                 Additional Registration Statement (as the case may be), and,
                 to the best of the knowledge of such counsel, no stop order
                 suspending the effectiveness of a Registration Statement or
                 any part thereof has been issued and no proceedings for that
                 purpose have been instituted or are pending or contemplated
                 under the Act, and each Registration Statement and the
                 Prospectus, and each amendment or supplement thereto, as of
                 their respective effective or issue dates, complied as to form
                 in all material respects with the requirements of the Act, the
                 Trust Indenture Act and the Rules and Regulations; such
                 counsel have no reason to believe that any part of a
                 Registration Statement or any amendment thereto, as of its
                 effective date or as of such Closing Date, contained any
                 untrue statement of a material fact or omitted to state any
                 material fact required to be stated therein or necessary to
                 make the statements therein not misleading or that the
                 Prospectus or any amendment or supplement thereto, as of its
                 issue date or as of such Closing Date, contained any untrue
                 statement of a material fact or omitted to state any material
                 fact necessary in order to make the statements therein, in the
                 light of the circumstances under which they were made, not
                 misleading; the descriptions in the Registration Statements
                 and Prospectus of statutes, rules, regulations, orders,
                 injunctions, decrees, judgments, legal and governmental
                 proceedings and contracts and other documents are accurate and
                 complete and fairly present the information required to be
                 shown; and such counsel do not know of any legal or
                 governmental proceedings required to be described in a
                 Registration Statement or the Prospectus which are not
                 described as required or of any contracts or documents of a
                 character required to be described in a Registration Statement
                 or the Prospectus or to be filed as exhibits to a Registration
                 Statement which are not described and filed as required; it
                 being understood that such counsel need express no opinion as
                 to the financial statements or other financial data contained
                 in the Registration Statements or the Prospectus;

                          (ix)        The Company has the requisite corporate
                 power and authority to execute, deliver and perform its
                 obligations pursuant to this Agreement and the Indenture;

                          (x)         Each of this Agreement, the Offered
                 Securities and the Indenture has been duly authorized,
                 executed and delivered by the Company;

                          (xi)        Each of the Subsidiary Guarantors has the
                 requisite corporate power and authority to execute, deliver
                 and perform its obligations pursuant to this Agreement, the
                 Indenture and the Subsidiary Guarantees;

                          (xii)       Each of this Agreement, the Indenture and
                 the Subsidiary Guarantees have been duly authorized, executed
                 and delivered by each of the Subsidiary Guarantors;

                          (xiii)      Each of the Offered Securities, the
                 Indenture and the Subsidiary Guarantees conforms in all
                 material respects to the descriptions thereof contained in the




                                     16

<PAGE>   17
                 Prospectus and none of the terms of any of the other Operative
                 Documents is inconsistent with the description thereof in the
                 Prospectus;

                          (xiv)       Each of the Operative Documents
                 constitutes valid and legally binding obligations of the
                 Company and the Subsidiary Guarantors, respectively,
                 enforceable in accordance with their terms, subject to
                 bankruptcy, insolvency, fraudulent transfer, reorganization,
                 moratorium and similar laws of general applicability relating
                 to or affecting creditors' rights and to general equity
                 principles;

                          (xv)        The Indenture has been duly qualified
                 under the Trust Indenture Act;

                          (xvi)       Except as disclosed in the Prospectus,
                 the Company, the Subsidiary Guarantors and the Clubs have
                 obtained the material approvals and permits from all federal,
                 state and local regulators necessary to offer for sale and
                 sell timeshare interests and offer purchase money financing in
                 connection with such sales in accordance with the applicable
                 laws and regulations governing the marketing and sale of
                 timeshare interests in real property;

                          (xvii)      To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters (as defined below), all of the permits and/or
                 approvals issued by regulators of states other than the state
                 where each applicable Resort is located ("Foreign State") for
                 the offering for sale and sale of timeshare interests in such
                 Resort constitute the material approvals and permits necessary
                 to be issued by such Foreign State to permit the offering for
                 sale and sale of timeshare interests in such Resort in
                 accordance with the laws and regulations of the Foreign State
                 specifically governing the offering for sale and sale of
                 timeshare interests in real property located outside of the
                 Foreign State;

                          (xviii)     Except as disclosed in the Prospectus, to
                 such counsel's knowledge and based upon its review of
                 certificates and letters from federal, state and local
                 regulators, the Company and other pertinent parties
                 (collectively, "Reliance Certificates and Letters"), except as
                 disclosed in the Prospectus, the Company has not received any
                 notice from any regulatory authority that it is in violation
                 of any applicable federal or state law or regulation regarding
                 the offering for sale and sale of timeshare interests in the
                 Resorts, the violation of which would have a material adverse
                 effect on the ownership or operation of the Resorts;

                          (xix)       To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters, there are no real estate or timeshare related or
                 governmental actions, governmental suits or governmental
                 proceedings pending or threatened against the Company with
                 respect to the business and property relating to the Resorts
                 except (a) those which have been disclosed in the Registration
                 Statement and (b) those which would not have a material
                 adverse effect on the Company and its subsidiaries taken as a
                 whole;

                          (xx)        The choice of law provisions set forth in
                 Section 13 hereof and in the Indenture will be recognized by
                 the courts of the State of Texas;

                          (xxi)       The interest rate on the Offered
                 Securities will not be unlawful under any law, rule, or
                 regulation of the State of Texas; and





                                     17

<PAGE>   18
                          (xxii)      The vacation intervals do not constitute
                 "securities" under the Act.  Neither the offer nor the sale of
                 timeshare interests by the Company or any Subsidiary Guarantor
                 required registration under the Act or under the securities
                 laws of the state of Texas or under the state securities laws
                 of any other state in which the Company is currently qualified
                 to do business, nor does the fact that such interests are
                 outstanding require registration under the Exchange Act.

                 Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P. may rely
                 upon the opinion of Armstrong, Teasdale, Schlafly & Davis for
                 certain matters regarding Missouri law, on the opinion of
                 __________ for certain matters regarding Illinois law, on the
                 opinion of __________ for certain matters regarding
                 Massachusetts law, on the opinion of __________ for certain
                 matters regarding Nevada law and on the opinion of __________
                 for certain matters regarding New York law.

                 (e)      The Underwriters shall have received an opinion,
         dated the Closing Date, of Armstrong, Teasdale, Schlafly, Davis &
         Dicus, counsel for the Company, to the effect that:

                          (i)         The execution, delivery and performance
                 of the Operative Documents and the issuance and sale of the
                 Offered Securities and the Subsidiary Guarantees will not
                 result in a breach or violation of any of the terms and
                 provisions of, or constitute a default under, any Missouri
                 statute, any rule, regulation or order of any governmental
                 agency or body or any court within the State of Missouri
                 having jurisdiction over the Company or any Subsidiary
                 Guarantor or any of their properties;

                          (ii)        The Company, the Subsidiary Guarantors
                 and the Clubs have obtained the material approvals and permits
                 from all federal, state and local regulators necessary to
                 offer for sale and sell in Missouri timeshare interests and
                 offer purchase money financing in connection with such sales
                 in accordance with the applicable laws and regulations
                 governing the marketing and sale of timeshare interests in
                 real property;

                          (iii)       All of the permits and/or approvals
                 issued by Missouri regulators for the offering for sale and
                 sale of timeshare interests in a Resort located outside of
                 Missouri constitute the material approvals and permits
                 necessary to permit the offering for sale and sale of
                 timeshare interests in such Resort in accordance with the laws
                 and regulations of Missouri specifically governing the
                 offering for sale and sale of timeshare interests in real
                 property located outside of Missouri;

                          (iv)        To such counsel's knowledge and based
                 upon its review of Reliance Certificates and Letters, except
                 as disclosed in the Prospectus, the Company has not received
                 any notice from any regulatory authority that it is in
                 violation of any applicable federal or state law or regulation
                 regarding the offering for sale and sale of timeshare
                 interests in the Resorts, the violation of which would have a
                 material adverse effect on the ownership or operation of the
                 Resorts; and

                          (v)         To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters, there are no real estate or timeshare related
                 governmental actions, governmental suits or governmental
                 proceedings pending or threatened against the Company with
                 respect to the business and property relating to the Resorts
                 except (a) those which have been disclosed in the Registration
                 Statement and (b)





                                     18

<PAGE>   19
                 those which would not have a material adverse effect on the
                 Company and its subsidiaries taken as a whole.

                 (f)      The Underwriters shall have received an opinion,
         dated the Closing Date, of ____________________, counsel for the
         Company, to the effect that:

                          (i)         The execution, delivery and performance
                 of the Operative Documents and the issuance and sale of the
                 Offered Securities and the Subsidiary Guarantees will not
                 result in a breach or violation of any of the terms and
                 provisions of, or constitute a default under, any Illinois
                 statute, any rule, regulation or order of any governmental
                 agency or body or any court within the State of Illinois
                 having jurisdiction over the Company or any Subsidiary
                 Guarantor or any of their properties;

                          (ii)        The Company, the Subsidiary Guarantors
                 and the Clubs have obtained the material approvals and permits
                 from all federal, state and local regulators necessary to
                 offer for sale and sell in Illinois timeshare interests and
                 offer purchase money financing in connection with such sales
                 in accordance with the applicable laws and regulations
                 governing the marketing and sale of timeshare interests in
                 real property;

                          (iii)       All of the permits and/or approvals
                 issued by Illinois regulators for the offering for sale and
                 sale of timeshare interests in a Resort located outside of
                 Illinois constitute the material approvals and permits
                 necessary to permit the offering for sale and sale of
                 timeshare interests in such Resort in accordance with the laws
                 and regulations of Illinois specifically governing the
                 offering for sale and sale of timeshare interests in real
                 property located outside of Illinois;

                          (iv)        To such counsel's knowledge and based
                 upon its review of Reliance Certificates and Letters, except
                 as disclosed in the Prospectus, the Company has not received
                 any notice from any regulatory authority that it is in
                 violation of any applicable federal or state law or regulation
                 regarding the offering for sale and sale of timeshare
                 interests in the Resorts, the violation of which would have a
                 material adverse effect on the ownership or operation of the
                 Resorts; and

                          (v)         To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters, there are no legal or governmental actions, suits or
                 proceedings pending or threatened against the Company with
                 respect to the business and property relating to the Resorts
                 except (a) those which have been disclosed in the Prospectus
                 and (b) those which would not have a material adverse effect
                 on the Company and its subsidiaries taken as a whole.

                 (g)      The Underwriters shall have received an opinion,
         dated the Closing Date, of ____________________, counsel for the
         Company, to the effect that:

                          (i)         The execution, delivery and performance
                 of the Operative Documents and the issuance and sale of the
                 Offered Securities and the Subsidiary Guarantees will not
                 result in a breach or violation of any of the terms and
                 provisions of, or constitute a default under, any
                 Massachusetts statute, any rule, regulation or order of any
                 governmental agency or body or any court within the State of
                 Massachusetts having jurisdiction over the Company or any
                 Subsidiary Guarantor or any of their properties;





                                     19

<PAGE>   20
                          (ii)        The Company, the Subsidiary Guarantors
                 and the Clubs have obtained the material approvals and permits
                 from all federal, state and local regulators necessary to
                 offer for sale and sell in Massachusetts timeshare interests
                 and offer purchase money financing in connection with such
                 sales in accordance with the applicable laws and regulations
                 governing the marketing and sale of timeshare interests in
                 real property;

                          (iii)       All of the permits and/or approvals
                 issued by Massachusetts regulators for the offering for sale
                 and sale of timeshare interests in a Resort located outside of
                 Massachusetts constitute the material approvals and permits
                 necessary to permit the offering for sale and sale of
                 timeshare interests in such Resort in accordance with the laws
                 and regulations of Massachusetts specifically governing the
                 offering for sale and sale of timeshare interests in real
                 property located outside of Massachusetts;

                          (iv)        To such counsel's knowledge and based
                 upon its review of Reliance Certificates and Letters, except
                 as disclosed in the Prospectus, the Company has not received
                 any notice from any regulatory authority that it is in
                 violation of any applicable federal or state law or regulation
                 regarding the offering for sale and sale of timeshare
                 interests in the Resorts, the violation of which would have a
                 material adverse effect on the ownership or operation of the
                 Resorts; and

                          (v)         To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters, there are no legal or governmental actions, suits or
                 proceedings pending or threatened against the Company with
                 respect to the business and property relating to the Resorts
                 except (a) those which have been disclosed in the Prospectus
                 and (b) those which would not have a material adverse effect
                 on the Company and its subsidiaries taken as a whole.

                 (h)      The Underwriters shall have received an opinion,
         dated the Closing Date, of ____________________, counsel for the
         Company, to the effect that:

                          (i)         The execution, delivery and performance
                 of the Operative Documents and the issuance and sale of the
                 Offered Securities and the Subsidiary Guarantees will not
                 result in a breach or violation of any of the terms and
                 provisions of, or constitute a default under, any Nevada
                 statute, any rule, regulation or order of any governmental
                 agency or body or any court within the State of Nevada having
                 jurisdiction over the Company or any Subsidiary Guarantor or
                 any of their properties;

                          (ii)        The Company, the Subsidiary Guarantors
                 and the Clubs have obtained the material approvals and permits
                 from all federal, state and local regulators necessary to
                 offer for sale and sell in Nevada timeshare interests and
                 offer purchase money financing in connection with such sales
                 in accordance with the applicable laws and regulations
                 governing the marketing and sale of timeshare interests in
                 real property;

                          (iii)       All of the permits and/or approvals
                 issued by Nevada regulators for the offering for sale and sale
                 of timeshare interests in a Resort located outside of Nevada
                 constitute the material approvals and permits necessary to
                 permit the offering for sale and sale of timeshare interests
                 in such Resort in accordance with the laws and regulations of
                 Nevada specifically governing the offering for sale and sale
                 of timeshare interests in real property located outside of
                 Nevada;





                                     20

<PAGE>   21
                          (iv)        To such counsel's knowledge and based
                 upon its review of Reliance Certificates and Letters, except
                 as disclosed in the Prospectus, the Company has not received
                 any notice from any regulatory authority that it is in
                 violation of any applicable federal or state law or regulation
                 regarding the offering for sale and sale of timeshare
                 interests in the Resorts, the violation of which would have a
                 material adverse effect on the ownership or operation of the
                 Resorts; and

                          (v)         To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters, there are no legal or governmental actions, suits or
                 proceedings pending or threatened against the Company with
                 respect to the business and property relating to the Resorts
                 except (a) those which have been disclosed in the Prospectus
                 and (b) those which would not have a material adverse effect
                 on the Company and its subsidiaries taken as a whole.

                 (i)      The Underwriters shall have received an opinion,
         dated the Closing Date, of ____________________, counsel for the
         Company, to the effect that:

                          (i)         The execution, delivery and performance
                 of the Operative Documents and the issuance and sale of the
                 Offered Securities and the Subsidiary Guarantees will not
                 result in a breach or violation of any of the terms and
                 provisions of, or constitute a default under, any New York
                 statute, any rule, regulation or order of any governmental
                 agency or body or any court within the State of New York
                 having jurisdiction over the Company or any Subsidiary
                 Guarantor or any of their properties;

                          (ii)        The Company, the Subsidiary Guarantors
                 and the Clubs have obtained the material approvals and permits
                 from all federal, state and local regulators necessary to
                 offer for sale and sell in New York timeshare interests and
                 offer purchase money financing in connection with such sales
                 in accordance with the applicable laws and regulations
                 governing the marketing and sale of timeshare interests in
                 real property;

                          (iii)       To such counsel's knowledge and based
                 upon its review of Reliance Certificates and Letters, except
                 as disclosed in the Prospectus, the Company has not received
                 any notice from any regulatory authority that it is in
                 violation of any applicable federal or state law or regulation
                 regarding the offering for sale and sale of timeshare
                 interests in the Resorts, the violation of which would have a
                 material adverse effect on the ownership or operation of the
                 Resorts; and

                          (iv)        To such counsel's knowledge and based
                 upon such counsel's review of Reliance Certificates and
                 Letters, there are no legal or governmental actions, suits or
                 proceedings pending or threatened against the Company with
                 respect to the business and property relating to the Resorts
                 except (a) those which have been disclosed in the Prospectus
                 and (b) those which would not have a material adverse effect
                 on the Company and its subsidiaries taken as a whole.

                 (j)      The Underwriters shall have received from Latham &
         Watkins, counsel for the Underwriters, such opinion or opinions, dated
         the Closing Date, with respect to the incorporation of the Company,
         the validity of the Offered Securities delivered on such Closing Date,
         the Registration Statements, the Prospectus and other related matters
         as the Underwriters may require, and the Company shall have furnished
         to such counsel such documents as they request for the purpose of
         enabling them to pass upon such matters. In rendering such opinion,
         Latham





                                     21

<PAGE>   22
         & Watkins may rely as to the incorporation of the Company and all
         other matters governed by Texas law upon the opinion of Meadows,
         Owens, Collier, Reed, Cousins & Blau, L.L.P. referred to above.

                 (k)      The Underwriters shall have received a certificate,
         dated as of such Closing Date, of the Chief Executive Officer and a
         principal financial or accounting officer of the Company in which such
         officers, to the best of their knowledge after reasonable
         investigation, shall state that: the representations and warranties of
         the Company in this Agreement are true and correct; the Company has
         complied with all agreements and satisfied all conditions on its part
         to be performed or satisfied hereunder at or prior to such Closing
         Date; no stop order suspending the effectiveness of any Registration
         Statement has been issued and no proceedings for that purpose have
         been instituted or are contemplated by the Commission; the Additional
         Registration Statement (if any) satisfying the requirements of
         subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule
         462(b), including payment of the applicable filing fee in accordance
         with Rule 111(a) or (b) under the Act, prior to the time the
         Prospectus was printed and distributed to any Underwriter; and,
         subsequent to the date of the most recent financial statements in the
         Prospectus, there has been no material adverse change, nor any
         development or event involving a prospective material adverse change,
         in the condition (financial or other), business, properties or results
         of operations of the Company and its subsidiaries taken as a whole
         except as set forth in or contemplated by the Prospectus or as
         described in such certificate.

                 (l)      The Underwriters shall have received a letter, dated
         the Closing Date, of Deloitte & Touche, LLP which meets the
         requirements of subsection (a) of this Section, except that the
         specified date referred to in such subsection will be a date not more
         than three business days prior to the Closing Date for the purposes of
         this subsection.

                 (m)      The Underwriters shall have received on or before the
         Closing Date with respect to each Resort:

                          (i)         A standard ALTA Owner's Title Insurance
                 Policy naming the Company or its predecessor-in-interest as
                 named insured and insuring such party that it owns fee title
                 to the real property described therein in an amount of the
                 original purchase price thereof, subject only to any material
                 exceptions to title as are described in the Prospectus, and
                 such exceptions which do not adversely affect the current or
                 potential use to be made of the Resort (the "Permitted
                 Exceptions");

                          (ii)        A recent Title Commitment for a standard
                 ALTA Owner's Title Insurance Policy issued by a reputable
                 title insurance company reasonably acceptable to the
                 Underwriters (the "Title Company") and showing fee title to
                 the property described therein vested in the Company, subject
                 only to the Permitted Exceptions.  Such Title Commitment(s)
                 for each of the Resorts shall cover at least the following
                 portions of each of the Resorts: amenity areas, current areas
                 under development and those areas of each of the Resorts which
                 the Company intends to develop and which are necessary to
                 construct the projected units described in the Prospectus;

                          (iii)       Policies or certificates of insurance
                 relating to the Resort evidencing coverages and in amounts
                 customarily obtained by owners of similar Resorts, together
                 with a letter of opinion from a nationally or regionally
                 recognized insurance broker approved by the Underwriters
                 stating, in substance, that the coverage limits and





                                     22

<PAGE>   23
                 companies underwriting such insurance for the Company are
                 within the realm of reasonableness given the Company's
                 business, operations and claims history;

                          (iv)        UCC, judgment and tax lien searches
                 confirming that the personal property comprising a part of the
                 Resort is subject to no liens other than Permitted Exceptions;

                          (v)         An opinion letter from an architectural
                 firm reasonably acceptable to the Underwriters stating in
                 substance that (1) such firm designed and has overseen the
                 construction of all improvements at the Resorts, (2) such firm
                 is generally aware of the condition of such improvements, (3)
                 except for ordinary wear and tear there are no existing
                 material structural defects to any of the improvements
                 (including foundation or roof) at the Resorts and (4) the
                 Company and the Improvements at the Resorts are in material
                 compliance with federal and state regulations relating to
                 access by the disabled, including the Americans with
                 Disabilities Act;

                          (vi)        If such Resort is subject to a mortgage,
                 deed of trust or similar financing (an "Existing Mortgage")
                 which, as described in the Prospectus, is to be repaid with
                 the proceeds of the offering, a letter dated not earlier than
                 10 days prior to the Closing Date from the holder of such
                 Existing Mortgage indicating that the mortgagor or grantor
                 under such Existing Mortgage is not then in default and
                 indicating the principal amount required to satisfy all
                 amounts then secured by such Existing Mortgage and the
                 additional amount required for each day after the date of such
                 letter necessary to satisfy all obligations secured thereby,
                 together with all documentation and consents necessary to
                 permit the repayment of all amounts owed and the release of
                 the Existing Mortgage; and if such Resort is subject to an
                 Existing Mortgage which, as described in the Prospectus, is to
                 remain of record after the offering, a letter dated not
                 earlier than 10 days prior to the Closing Date from the holder
                 of such Existing Mortgage indicating that the mortgagor or
                 grantor under such Existing Mortgage is not then in default
                 and indicating the total principal amount due under the
                 Existing Mortgage; and

                          (vii)       A recent Phase I Environmental Report in
                 form and substance acceptable to the Underwriters.

         The Company will furnish the Underwriters with such conformed copies
of such opinions, certificates, letters and documents as the Underwriters
reasonably request. CSFBC may in its sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder.

         7.      Indemnification and Contribution.  (a)  The Company will
indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim,





                                     23

<PAGE>   24
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter specifically for use therein, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in subsection (b)
below.

                 (b)      Each Underwriter will severally and not jointly
indemnify and hold harmless the Company against any losses, claims, damages or
liabilities to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Underwriter specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the following information
in the Prospectus furnished on behalf of each Underwriter: the third from last
paragraph at the bottom of the cover page concerning the terms of the offering
by the Underwriters, the legend concerning over-allotments and stabilizing on
the inside front cover page, and the information contained in the ______
paragraph under the caption "Underwriting".

                 (c)      Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the indemnifying
party of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under subsection (a) or (b) above.  In
case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.

                 (d)      If the indemnification provided for in this Section
is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits





                                     24

<PAGE>   25
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of
this subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

                 (e)      The obligations of the Company under this Section
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed a Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.

         8.      Default of Underwriters.  If any Underwriter or Underwriters
default in their obligations to purchase Offered Securities hereunder and the
aggregate principal amount of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10%
of the total principal amount of Offered Securities that the Underwriters are
obligated to purchase, CSFBC may make arrangements satisfactory to the Company
for the purchase of such Offered Securities by other persons, including any of
the Underwriters, but if no such arrangements are made by the Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to
their respective commitments hereunder, to purchase the Offered Securities that
such defaulting Underwriters agreed but failed to purchase. If any Underwriter
or Underwriters so default and the aggregate principal amount of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount of Offered Securities that the Underwriters are
obligated to purchase, and arrangements satisfactory to CSFBC and the Company
for the purchase of such Offered Securities by other persons are not made
within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company, except
as provided in Section 9. As used in this Agreement, the term "Underwriter"
includes any person substituted for a Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.

         9.      Survival of Certain Representations and Obligations.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the





                                     25

<PAGE>   26
several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter, the Company
or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Offered
Securities. If this Agreement is terminated pursuant to Section 8 or if for any
reason the purchase of the Offered Securities by the Underwriters is not
consummated, the Company shall remain responsible for the expenses to be paid
or reimbursed by it pursuant to Section 5 and the respective obligations of the
Company and the Underwriters pursuant to Section 7 shall remain in effect, and
if any Offered Securities have been purchased hereunder the representations and
warranties in Section 2 and all obligations under Section 5 shall also remain
in effect. If the purchase of the Offered Securities by the Underwriters is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in
clause (C), (D) or (E) of Section 6(b)(ii), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including fees and disbursements
of counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.

         10.     Notices.  All communications hereunder will be in writing and,
if sent to the Underwriters will be mailed, delivered or telegraphed and
confirmed to the Underwriters, c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:  Investment
Banking Department - Transactions Advisory Group, or, if sent to the Company,
will be mailed, delivered or telegraphed and confirmed to it at 1221 Riverbend
Drive, Suite 120, Dallas, Texas 75247, Attention: Robert E. Mead, with a copy
to Robert Don Collier, Esq. Meadows, Owens, Collier, Reed, Cousins & Blau,
L.L.P., 901 Main Street, Suite 3700 Dallas, Texas 75202; provided, however,
that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

         11.     Successors.  This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7, and no
other person will have any right or obligation hereunder.

         12.     Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         13.     APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.





                                     26

<PAGE>   27
         If the foregoing is in accordance with the Underwriters' understanding
of our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.

                               Very truly yours,

                               SILVERLEAF RESORTS, INC.


                               By........................................
                                                             
                                                             
                                                             
                               CONDOMINIUM BUILDER'S INC.    
                                                             
                                                             
                               By........................................
                                                             
                                                             
                                                             
                               DATA BASE RESEARCH, INC.      
                                                             
                                                             
                               By........................................
                                                             
                                                             
                                                             
                               SILVERLEAF HOTELS, INC.       
                                                             
                                                             
                               By........................................
                                                             
                                                             
                                                             
                               SILVERLEAF TRAVEL, INC.       
                                                             
                                                             
                               By........................................
                                                             
                                                             
                                                             
                               VILLAGES LAND, INC.           
                                                             
                                                             
                               By........................................
                                                             
                                                             
                                                             



                                     27

<PAGE>   28
                                     SILVERLEAF RESORT ACQUISITIONS, INC.




                                     By....................................




The foregoing Underwriting Agreement
     is hereby confirmed and accepted
     as of the date first above written.




         CREDIT SUISSE FIRST BOSTON CORPORATION
         DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION



         By CREDIT SUISSE FIRST BOSTON CORPORATION
                                                  

         By.............................................





                                     28