Ex.
      10.2

    


    SECOND
      SUPPLEMENT TO INDENTURE

    


    SECOND
      SUPPLEMENT TO INDENTURE (this “Supplement”) dated as of July 14, 2006, by and
      among Silverleaf Finance III, LLC, as issuer (the “Issuer”), Silverleaf Resorts,
      Inc., as servicer (the “Servicer”), and Wells Fargo Bank, National Association,
      as indenture trustee, backup servicer, paying agent, custodian and account
      intermediary (the “Indenture Trustee”). 

    


    Reference
      is made to the Indenture, dated as of July 1, 2005, by and among the Issuer,
      the
      Servicer, and the Indenture Trustee, pursuant to which the Silverleaf Timeshare
      Loan-Backed Notes, Series 2005-A (the “Notes”) were issued and the Issuer
      pledged certain Collateral to the Indenture Trustee to secure the payment of
      the
      Notes (as supplemented hereby, the "Indenture"). Capitalized terms used in
      this
      Supplement have the meanings given such terms in the Indenture, as supplemented
      hereby, except as provided otherwise herein.

    


    The
      Issuer has requested that the Indenture be amended pursuant to Section 9.1(a)
      thereof, as set forth below. 

    


    1. 
Amendment:
      Section 5.4.
      Section
      5.4(a)(iii) of the Indenture is hereby amended to replace each reference to
      Section “5.3(a)(iv)” of the Indenture with Section “5.3(a)(xiv).” 

    


    2. 
Conditions
      Precedent.
      The
      Issuer hereby states that the following conditions precedent to this Supplement
      have been fulfilled pursuant to Section 9.1(a) of the Indenture:

    


    (a) 
Issuer
      Order.
       An
      Issuer
      Order authorizing the Indenture Trustee to enter into this Supplement has been
      duly executed by the Issuer and presented to the Indenture Trustee.

    


    (b) 
Effect
      on Noteholders.
      The
      Issuer confirms that this Supplement will not adversely affect the interests
      of
      any of the Holders of the Notes. 

    


    3. 
Effective
      Date.
      Pursuant to Section 9.4 of the Indenture, upon execution by the Issuer, the
      Servicer and the Indenture Trustee, this Supplement shall become effective
      and
      be a part of the Indenture for all purposes as though executed with the
      Indenture and effective as of July 1, 2005. All Noteholders shall be bound
      by
      the terms of this Supplement. 

    


    4. 
Reaffirmation
      and Ratification of Existing Agreements, Etc.
      The
      Issuer: (i) reaffirms and ratifies all the obligations to the Indenture Trustee,
      in respect of the Indenture, as hereby amended, and the other Transaction
      Documents, and (ii) agrees that the Indenture, as amended hereby, and the other
      Transaction Documents shall remain in full force and effect, enforceable against
      the Issuer in accordance with their terms.

    


    5. 
Miscellaneous.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)             
      This
      Supplement may be executed in any number of counterparts, each of which such
      executed
      shall be deemed to be an original, but all such counterparts shall together
      constitute but one
      and
      the same instrument.

    


    (b)             
      This
      Supplement shall be deemed to be a contract made under the laws of the State
      of
      New York and shall for all purposes be governed by, and construed in accordance
      with, the laws of the State of New York.

    


    (c)            
       The
      headings of the several sections of this Supplement are for convenience only
      and
      shall not affect the construction hereof.

    


    (d)             
      This Supplement shall be deemed to be a Transaction Document under the Indenture
      and the other Transaction Documents.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, this Supplement has been duly executed and delivered as of
      the
      date first above written.

    


    


    
      	 	
              SILVERLEAF
                FINANCE III, LLC

            
	 	 
	 	 
	 	
              By:
                /S/ HARRY J. WHITE,
                JR.                           

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	 	 
	 	 
	 	
              SILVERLEAF
                RESORTS, INC., as Servicer

            
	 	 
	 	 
	 	
              By:
                /S/ HARRY J. WHITE,
                JR.                          
                

            
	 	
              Title:
                Chief Financial Officer

            
	 	 
	 	 
	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee,
                Backup Servicer, Paying Agent, Custodian and Account
                Intermediary

            
	 	 
	 	 
	 	
              By:
                /S/ SUE
                DIGNAN                                        
                

            
	 	
              Title:
                Assistant Vice President