Exhibit 10.2

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                          WITH SILVERLEAF RESORTS, INC.

         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is
made between SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and
SHARON K. BRAYFIELD (the "Employee").

                                    RECITALS:

         A. Silverleaf and Employee entered into that certain Employment
Agreement between them dated effective as of April 15, 2002 (the "Employment
Agreement").

         B. Silverleaf and Employee now desire to amend the Employment
Agreement.

         NOW, THEREFORE, in consideration of the premises and terms hereinafter
set forth, the parties agree as follows:

                                   AMENDMENT:

         SECTION 1. AMENDMENT OF TERM. Silverleaf and Employee agree that the
Term of the Employment Agreement is hereby extended to April 15, 2006.

         SECTION 2. TERMINATION PAYMENT. Silverleaf and Employee further agree
that the second sentence of Section 4 of the Employment Agreement is hereby
deleted and replaced with the following two new sentences: "If Employee's
employment is terminated by Silverleaf, other than for Good Cause, then Employee
shall be entitled to termination pay equal to the greater of: (1) the unpaid
amount of the Employee's base compensation set forth in Subsection 3(a) for the
remaining months during the Term of this Agreement; or (2) the amount of the
Employee's base compensation set forth in Subsection 3(a) for a period of twelve
months. The termination pay shall be payable in semi-monthly payments on the
first and fifteenth days of each such month."

         SECTION 3. RATIFICATION. Except as amended by this First Amendment, the
Employment Agreement is hereby ratified and confirmed in all respects.



         EXECUTED this 18th day of August, 2003.

                                  "SILVERLEAF"

                                  SILVERLEAF RESORTS, INC.

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


                                  "EMPLOYEE"

                                  /S/ SHARON K. BRAYFIELD
                                  ----------------------------------------------
                                  SHARON K. BRAYFIELD