SILVERLEAF RESORTS INC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
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<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>d81227ex10-5.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
<TEXT>

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                                                                    EXHIBIT 10.5

                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT


         This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the "Agreement")
is entered into by and between SILVERLEAF RESORTS, INC. a Texas corporation
("Silverleaf"), and THOMAS C. FRANKS ("Executive"), for the purpose of setting
forth the terms and provisions of a supplemental executive retirement plan
provided to the Executive in connection with the Executive's employment with
Silverleaf. Silverleaf and the Executive may be collectively referred to at
times in this Agreement as the "Parties" and individually as the "Party".



                                   ARTICLE I.

                          ASSOCIATION AND RELATIONSHIP

         Section 1.1. GENERAL EMPLOYMENT COMPENSATION. The Executive is
currently employed by Silverleaf pursuant to which Silverleaf has agreed to
primarily compensate the Executive by payment of an annual base salary, as
adjusted from time to time (the "Base Compensation").

         Section 1.2. ADDITIONAL COMPENSATION FOR RETIREMENT. Silverleaf has
further agreed to provide the Executive with certain additional compensation to
be used by the Executive to establish an investment account for the sole benefit
of the Executive to provide funds for the Executive's eventual retirement. In
accordance therewith, Silverleaf hereby agrees to pay to the Executive the
additional compensation set forth in this Agreement.



                                  ARTICLE II.

                 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PAYMENTS

         Section 2.1. ADDITIONAL COMPENSATION. Silverleaf hereby agrees to pay
to the Executive additional compensation equal to twelve percent (12%) of the
Executive's Base Compensation, effective as of August 1, 2000, with the payments
being paid to the Executive in semi-monthly


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payments at the same time as Silverleaf's regular payroll payments and the first
payment being due for the semi-monthly period ending August 15, 2000 (the
"Supplemental Executive Retirement Plan Compensation").

         Section 2.2. USE OF AFTER-TAX PROCEEDS. The Executive hereby agrees to
invest and maintain the after-tax proceeds of the Supplemental Executive
Retirement Plan Compensation in a separate fund in the Executive's name to
provide funds for the Executive's future retirement (the "Executive Investment
Fund"). The Executive further agrees to invest all after-tax earnings of the
Executive Investment Fund in the Executive Investment Fund. The selection and
management of the investments of the Executive Retirement Fund shall be in the
sole and absolute control of the Executive.

         Section 2.3. REPORTS TO SILVERLEAF. The Executive shall furnish at
least quarterly reports to Silverleaf establishing the maintenance and
continuation of the Executive Investment Fund in accordance with the terms of
this Agreement. The failure of the Executive to comply with the terms of this
Section or the Executive's failure to maintain the Executive Investment Fund in
whole or in part shall automatically eliminate any obligation on the part of
Silverleaf to pay any additional Supplemental Executive Retirement Plan
Compensation under this Agreement to the Executive.



                                  ARTICLE III.

                            MISCELLANEOUS PROVISIONS

         Section 3.1. TERMINATION. This Agreement and Silverleaf's obligations
hereunder shall also terminate in the event either of the following events
occur: (i) the Executive's employment by Silverleaf is terminated; or (ii)
termination of this Agreement by mutual agreement of the Executive and
Silverleaf.



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         Section 3.2. WAIVER OF BREACH. The waiver by either Party hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by any Party.

         Section 3.3. MULTIPLE COUNTERPARTS. This Agreement may be executed in a
number of identical counterparts, each of which for all purposes is to be deemed
an original, and all of which constitute, collectively, one agreement. In making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.

         Section 3.4. NOTICE PROVISIONS. Any notice, payment, demand or
communication required or permitted to be given by the provisions of this
Agreement shall be deemed to have been effectively given and received on the
date personally delivered to the respective Party to whom it is directed, or
when deposited by registered or certified mail, with postage and charges prepaid
and addressed as follows:

                  (a) SILVERLEAF ADDRESS: Notice shall be addressed to
         Silverleaf as follows:

                        SILVERLEAF RESORTS, INC.
                        Attention:  Robert E. Mead
                        1221 Riverbend Drive, Suite 120
                        Dallas, TX 75247

                  (b) EXECUTIVE ADDRESS: Notice shall be addressed to the
         Executive as follows:

                         THOMAS C. FRANKS
                         1221 Riverbend Dr., Ste. 120
                         Dallas, TX 75247

                  (c) CHANGE OF ADDRESS: Any Party may change its address by
         delivering a written change of address to the other Party in the manner
         set forth in this Section. In the event a Party changes its address and
         fails to deliver to the other Party a written change of address, the
         address listed above shall be deemed sufficient for notice purposes.



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         Section 3.5. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the Parties and supersedes all prior understandings, whether
written or oral, between the Parties with respect to the subject matter of this
Agreement. No amendment, modification, or alteration of the terms of this
Agreement shall be binding unless in writing, dated subsequent to the date of
this Agreement, and duly executed by all Parties.

         Section 3.6. SEVERABILITY OF PROVISIONS. If any term or provision of
this Agreement is illegal or invalid for any reason, such illegality or
invalidity shall not affect the validity or enforceability of the remainder of
this Agreement.

         Section 3.7. HEADINGS. No heading or caption contained in this
Agreement shall be considered in interpreting any of its terms or provisions.

         Section 3.8. APPLICABLE LAW. This Agreement shall be governed
exclusively by the laws of the State of Texas.

         Section 3.9. ATTORNEYS' FEES. If any action at law or in equity,
including an action for declaratory relief, is brought to enforce or interpret
the provisions of this Agreement, the prevailing Party shall be entitled to
recover reasonable attorneys' fees and all other costs and expenses of
litigation from the other Party, which amounts may be set by the court in the
trial of such action or may be enforced in a separate action brought for that
purpose, and which amounts shall be in addition to any other relief which may be
awarded.



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         Section 3.10.  EFFECTIVE DATE.  This Agreement is executed on the
dates set opposite the signatures below, but shall be effective as set forth in
Section 2.1.


                                    SILVERLEAF:

                                    SILVERLEAF RESORTS, INC.
                                    A Texas corporation


August 24, 2000                     By: /s/ ROBERT E. MEAD
                                        ---------------------------------------
                                        ROBERT E. MEAD, Chief Executive Officer


                                    EXECUTIVE:



August 24, 2000                     /s/ THOMAS C. FRANKS
                                    -------------------------------------------
                                    THOMAS C. FRANKS






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