Ex.
      10.3

    


    


    NINTH
      AMENDMENT TO ASSET PURCHASE AGREEMENT

    


    


    THIS
      NINTH AMENDMENT TO ASSET PURCHASE AGREEMENT (“Amendment”)
      is
      made and entered into as of July 27, 2006, by and between SILVERLEAF RESORTS,
      INC., a Texas corporation ("Seller"),
      and
      ALGONQUIN WATER RESOURCES OF TEXAS, LLC, a Texas limited liability company;
      ALGONQUIN WATER RESOURCES OF MISSOURI, LLC, a Missouri limited liability
      company; ALGONQUIN WATER RESOURCES OF ILLINOIS, LLC, an Illinois limited
      liability company; ALGONQUIN WATER RESOURCES OF AMERICA, INC., a Delaware
      corporation; and ALGONQUIN POWER INCOME FUND, a Canadian income trust
      (collectively, the “Purchaser”).

    


    WITNESSETH

    


    WHEREAS,
      as of August 29, 2004, Seller and Purchaser entered into that certain Asset
      Purchase Agreement (the “Agreement”)
      pursuant to which Seller agreed to sell and Purchaser agreed to purchase certain
      water and sewer facilities owned by Seller (the “Real
      Property”);
      and

    


    WHEREAS,
      pursuant to a First Amendment to Asset Purchase Agreement dated October 12,
      2004, a Second Amendment to Asset Purchase Agreement dated October 20, 2004,
      a
      Third Amendment to Asset Purchase Agreement dated November 10, 2004, a Fourth
      Amendment to Asset Purchase Agreement dated November 12, 2004, a Fifth Amendment
      to Asset Purchase Agreement dated November 16, 2004, a Sixth Amendment
      to Asset Purchase Agreement dated November 30, 2004, a Seventh Amendment to
      Asset Purchase Agreement dated January, 2005, and an Eighth Amendment dated
      February 22, 2005, Seller and Purchaser agreed on certain modifications to
      the
      terms and conditions of the Agreement (hereinafter the Agreement as modified
      is
      referred to as the "Agreement");
      and


    


    WHEREAS,
      Seller and Purchaser desire to further modify the terms and conditions of the
      Agreement in order to extend the deadline by which Seller must obtain all
      necessary governmental approvals of the sale of the portion of the Assets
      located in Texas from the Texas regulatory agencies;

    


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

    


    1. Notwithstanding
      anything to the contrary contained in the Agreement, and in particular paragraph
      7 of the Sixth Amendment to Asset Purchase Agreement, Seller and Purchaser
      hereby agree that the deadline by which Seller must obtain all necessary
      governmental approvals of the sale of that portion of the Assets which are
      located in Texas from the appropriate Texas regulatory agencies shall be
      extended by six (6) months to March 8, 2007.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

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

    


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

    


    
      	 	
              SELLER:

            
	 	 	 
	 	 	 
	 	
              SILVERLEAF
                RESORTS, INC., a Texas corporation

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                JOE W.
                CONNER                                      
                

            
	 	
              Name:

            	
              Joe
                W. Conner

            
	 	
              Its:

            	
              COO

            
	 	 	 
	 	 	 
	 	
              PURCHASER:

            
	 	 	 
	 	
              ALGONQUIN
                WATER RESOURCES OF TEXAS, LLC, 

              a
                Texas limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                EDWARD
                PAMATAT                            
                

            
	 	
              Its:

            	 
	 	 	 
	 	 	 
	 	
              ALGONQUIN
                WATER RESOURCES OF MISSOURI, LLC,
                

              a
                Missouri limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                EDWARD
                PAMATAT                           
                

            
	 	
              Its:

            	 
	 	 	 
	 	 	 
	 	
              ALGONQUIN
                WATER RESOURCES OF ILLINOIS, LLC,
                

              an
                Illinois limited liability company

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                EDWARD
                PAMATAT                          
                

            
	 	
              Its:

            	 


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    
      	 	
              ALGONQUIN
                WATER RESOURCES OF AMERICA, INC.,

              a
                Delaware corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                EDWARD
                PAMATAT                           
                

            
	 	
              Its:

            	 
	 	 	 
	 	 	 
	 	
              ALGONQUIN
                POWER INCOME FUND, a Canadian income trust

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /S/
                EDWARD
                PAMATAT                          
                

            
	 	
              Its:

            	 


    

    


     

     

     

     

     

     

     

     

     

    


    
      
         

      

      
        3