CONTRACT OF SALE





         This Agreement is entered into by and between SILVERLEAF RESORTS, INC.,

a Texas corporation ("Seller"), and REED KLINE ("Purchaser").



                                   WITNESSETH:



         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 the following

described tracts or parcels of land, together with all and singular the rights

and appurtenances pertaining to such land including any right, title and

interest of Seller in and to adjacent strips or gores, streets, alleys, or

rights-of-way and all rights of ingress and egress thereto:



                  All of the Southeast one-quarter of Section 11; all of the

         East one-half of the Northeast one-quarter of Section 14 lying North of

         the public road known as F Highway; and all of the Northwest

         one-quarter of the Northeast one-quarter of Section 14; all in Township

         53, Range 33, in the City of Smithville, Clay County, Missouri,

         containing approximately 254.40 acres, more or less, and being more

         particularly described by metes and bounds on Exhibit "A" attached

         hereto and made a part hereof for all purposes.



Hereafter the aforesaid real property is referred to as the "Land."



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

fixtures and other improvements on the Land (the "Improvements").



         Hereinafter all property being conveyed to Purchaser by Seller pursuant

to this Contract including the Land and the Improvements 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 One Million Eight Hundred Twenty Thousand and

No/100 Dollars ($1,820,000.00). The purchase price shall be payable all in cash

at the closing.



                                   ARTICLE III

                                  EARNEST MONEY



         Within two (2) business days after final execution of this Contract by

all parties hereto, Purchaser shall deliver Purchaser's check in the amount of

Ten Thousand and No/100 Dollars ($10,000.00) to Thomson Title Co., 700 South 291

Highway, Suite 100, Liberty, Missouri 64068 (the "Title Company"). The Title

Company shall immediately cash the earnest money check and deposit the proceeds

thereof in an interest bearing account, the earnings from which shall accrue to

the benefit of Purchaser (hereinafter the proceeds of the earnest money check

shall be referred to as the "Earnest Money").



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         In the event that this Contract is closed, then all Earnest Money shall

be applied in partial satisfaction of the purchase price. In the event that this

Contract is not closed, then the Earnest Money shall be disbursed in the manner

provided for elsewhere herein.



                                   ARTICLE IV

                 PRE-CLOSING OBLIGATIONS OF SELLER AND PURCHASER



         Within ten (10) days from the date of execution of this Contract,

Seller shall furnish to Purchaser, the following information (collectively, the

"Due Diligence Items"):



                  (a) The most recent survey of the Subject Property in

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