Ex. 10.3



                                CONTRACT OF SALE



      This Agreement is entered into by and between FO SKI RESORTS, LLC

("FOSR"), a Massachusetts limited liability company and BRODIE MOUNTAIN RESORTS,

INC. (BMR"), a Massachusetts business corporation (FOSR and BMR are herein

referred to collectively as "Seller"), and SILVERLEAF RESORTS, INC., a Texas

corporation ("Purchaser").



                             W I T N E S S E T H :



      FOR AND IN CONSIDERATION of the promises, undertakings, and mutual

covenants of the parties herein set forth, Seller hereby agrees to sell and

Purchaser hereby agrees to purchase and pay for all that certain property

hereinafter described in accordance with the following terms and conditions:



                                    ARTICLE I



                                    PROPERTY



      The conveyance by Seller to Purchaser shall include all of Seller's right,

title and interest in and to that certain tract of land containing approximately

500 acres, more or less, located on Route 7 in New Ashford, Berkshire County,

Massachusetts, and being more particularly described in Exhibit "A" attached

hereto and made a part hereof for all purposes, together with all right, title

and interest of Seller in and to any all strips or gores, roads, easements,

streets, and ways bounding said property, and all rights of ingress and egress

thereto (the foregoing property is herein referred to as the "Real Property").



      The conveyance by Seller to Purchaser shall also include all buildings and

other



{PAGE}



improvements on the Real Property owned by Seller including specifically,

without limitation, the buildings listed in Exhibit "B" and made a part hereof

for all purposes (the foregoing property is herein referred to collectively as

the "Improvements"). The conveyance by Seller to Purchaser shall also include

all fixtures and personal property, tangible and intangible, of any kind

whatsoever owned by Seller and used in connection with the operation of the Real

Property and the Improvements including, but not limited to, the items of

personal property listed in Exhibit "C" attached hereto and made a part hereof

for all purposes (the "Personal Property").



      Hereinafter all property being conveyed to Purchaser by Seller pursuant to

this Contract including the Real Property, the Improvements, and the Personal

Property are sometimes referred to collectively as the "Subject Property".



                                   ARTICLE II



                                 PURCHASE PRICE



      The purchase price to be paid by Purchaser to Seller for the Subject

Property shall be the sum of Two Million Six Hundred Thousand and No/100 Dollars

($2,600,000.00). The purchase price shall be allocated between FOSR and BMR as

they shall determine. The purchase price shall be paid all in cash at the

closing. In addition to the purchase price, Purchaser shall pay:



      a.    to Seller an amount equivalent to one-third (1/3) of the Public

      Works Economic Development grant in the event that Seller, and/or its

      agents, is successful in obtaining the funding from that grant from the

      Commonwealth of Massachusetts for the construction of a public road to

      access portions of the Subject Property, and the terms and conditions of

      said grant are acceptable to Purchaser in its sole discretion; and



      b.    to each of Brian H. Fairbank and Joseph O'Donnell (collectively,

      "Consultants"), the sum of $25,000.00 (for an aggregate of $50,000.00) as

      consulting fees ("Consulting Fees") in payment of Consultants' services in

      obtaining site plan approval from the New Ashford Planning Board for

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC