CONTRACT OF SALE



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

a Texas corporation ("Seller"), and FAIRFIELD RESORTS, INC. ("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 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:



                  That certain tract of land located at the southeast corner of

         Koval Lane and Harmon Avenue in Las Vegas, Clark County, Nevada,

         commonly known as 4570 Koval Lane, and being more particularly

         described 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 Three Million One Hundred Fifty Thousand and No/100

Dollars ($3,150,000.00). The purchase price shall be payable all in cash at the

closing.



                                     - 2 -



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                                   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

One Hundred Thousand and No/100 Dollars ($100,000.00) to First American Title

Company of Nevada, 3760 Pecos-McLeod Interconnect, Suite 7, Las Vegas, Nevada

89121, Attn: Julie Skinner (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"). Notwithstanding anything to the contrary contained

herein, in the event the earnest money check is not deposited by Purchaser with

the Title Company within two (2) business days from the date of execution of

this Contract, then, at Seller's option, this Contract shall automatically

terminate and be rendered null and void, without notice to Purchaser, upon the

expiration of such time, and the parties shall have no further obligations or

liabilities one unto the other.



         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

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