AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH SILVERLEAF RESORTS, INC.
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made
between SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and SHARON K. BRAYFIELD
NOW, THEREFORE, in consideration of the premises and terms hereinafter set forth, the parties agree
Employment . Employee's employment with Silverleaf as President is
hereby continued, effective as of the Effective Date and for an initial period of two (2) years from the Effective
Date (the "Term"), unless sooner terminated pursuant to the termination provisions of this Agreement. Employee
may not engage in other employment while he or she is in the employ of Silverleaf pursuant to this Agreement.
Duties . Employee agrees to devote such time, attention and energies
as are necessary to fulfill his or her duties as specified by the Board of Directors of Silverleaf from time to time.
Employee further agrees that he or she will promote the best interests and welfare of Silverleaf and shall perform
any and all duties to the best of his or her abilities. The Employee shall:
Non-Competition : Not render to others, during his or her employment with
Silverleaf, service of any kind for compensation or promote, participate or engage in any other business
activity which would conflict or interfere with the performance of his or her duties or loyalty under this
Agreement, including, but not limited to, participating in the promotion or sale of products or services for
a competitor of Silverleaf or otherwise engage in business with such competitor;
Employee is a key executive officer and employee of Silverleaf;
Silverleaf and Employee entered into that certain Employment Agreement between them dated
effective as of April 15, 2002, which Employment Agreement was amended on August 18,