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                                                                   EXHIBIT 10.10

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                          WITH SILVERLEAF RESORTS, INC.




         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Agreement") is
made between SILVERLEAF RESORTS, INC., a Texas corporation ("Silverleaf"), and
DAVID T. O'CONNOR (the "Employee").


                                R E C I T A L S:

         A.       Employee and Silverleaf have previously entered into that
                  certain Employment Agreement between them, dated effective as
                  of May 12, 1997 (the "Employment Agreement"); and

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

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


                               A G R E E M E N T:

         SECTION 1. AMENDMENT OF BASE COMPENSATION. Section 3(a) of the
Employment Agreement is amended to provide for base compensation computed as
follows:

         (a)      July and August, 1998. Effective as of July 1, 1998, and
                  through August 31, 1998, the percentage used to compute
                  Employee's weekly commissions under Section 3(a) shall be
                  reduced to one percent (1.00%) from 1.35 percent (1.35%).

         (b)      Thereafter. Effective as of January 1, 1999, the percentage
                  used to compute Employee's weekly commissions under Section
                  3(a) shall be further reduced to one percent (1.00%) of
                  in-house sales and six-tenths percent (0.60%) of outside
                  sales.

         SECTION 2. ELIMINATION OF INCENTIVE COMPENSATION FOR UPGRADE SALES.
Effective as of January 1, 1999, Section 3(b) of the Employment is deleted, with
the result that Employee shall no longer be paid the incentive compensation
described therein for upgrade sales.

         SECTION 3. RATIFICATION. Except as amended by this First Amendment,
Silverleaf and Employee hereby ratify and confirm in all respects the terms and
conditions of the Employment Agreement.



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         Executed this 31st day of August, 1998.

                              "SILVERLEAF"

                              SILVERLEAF RESORTS, INC.



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


                              "EMPLOYEE"



                              /s/ DAVID T. O'CONNOR
                              -------------------------------------------------
                              DAVID T. O'CONNOR



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