Ex. 10.3

EXTENSION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Extension of Amended and Restated Employment Agreement is entered into effective as of this 1st day of January, 2010 by and between Sharon K. Brayfield (“Employee”) and Silverleaf Resorts, Inc., a Texas corporation (“Silverleaf”). All terms used herein and not otherwise defined shall have the meanings set forth in the Amended and Restated Employment Agreement (the “Agreement”) between Employee and Silverleaf which was effective as of May 7, 2009 (the “Effective Date”).

RECITALS

     A. The Agreement was entered into effective as of May 7, 2009 and will expire under its terms on December 31, 2009.

     B. Employee and Silverleaf desire to extend the Term of the Agreement for an additional two-year period.

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

AGREEMENT

     1. The Term of the Agreement shall be extended for a further two-year period and shall now expire on December 31, 2011.

     2. No other terms or provisions of the Agreement are affected hereby and the parties hereby confirm and ratify all other terms and conditions of the Agreement, including Employee’s current base compensation of $475,000.