INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

Ex. 10.2

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

     THIS INDEPENDENT CONTRACTOR CONSULTING AGREEMENT (“Agreement”) is made between SILVERLEAF RESORTS, INC., a Texas corporation (“Silverleaf”) and THOMAS J. MORRIS (“Consultant”).

R E C I T A L S:

     A. Silverleaf is engaged in the business of operating private membership resorts and vacation properties; and

     B. Silverleaf and Consultant desire to terminate Consultant’s current employment as October 31, 2002, and to enter into this Agreement for consulting services as November 1, 2002, upon the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

A G R E E M E N T:

     Section 1. Retention. Consultant is hereby retained as a consultant of Silverleaf, effective as of the Effective Date and for a term ending March 15, 2004 (the “Term”), unless earlier terminated pursuant to the termination provisions of this Agreement.

     Section 2. Duties. Consultant and Silverleaf agree that Consultant shall be primarily responsible for obtaining additional credit facilities for Silverleaf’s operations, the hedging of Silverleaf’s credit facilities, lender relations and other similar matters. Consultant shall also consult with Silverleaf and its personnel in Dallas, Texas, concerning Silverleaf’s financial condition, its secured debt facilities and the related collateral, its unsecured debt, its business plan and ongoing viability and offers from any potential acquirers. Consultant further agrees to spend a minimum of two full business days per week at Silverleaf’s Dallas offices. Employee further agrees that he will promote the best interests and welfare of Silverleaf and shall perform any and all duties to the best of his abilities. The Consultant shall:

     (a) Regulatory Laws: Abide by all applicable statutes, rules and regulations of each State in which services may be rendered; and

INDEPENDENT CONTRACTOR AGREEMENT — Page 1

     (b) Silverleaf Rules: Abide by all rules and regulations issued by Silverleaf, which are pertinent to Consultant’s duties and obligations.

     Section 3. Compensation. As compensation for the services rendered pursuant to this Agreement for the Term hereof:

     (a) Consulting Fee: Silverleaf shall pay Consultant the sum of Sixteen Thousand, Six Hundred, Sixty-Seven and No/100 Dollars ($16,667.00) per month, payable in semi-monthly payments on the 1st and 15th days of each month.

     (b) Expenses: Silverleaf shall also reimburse Consultant for all reasonable expenses incurred by Consultant on behalf of Silverleaf in accordance with such guidelines as Silverleaf may establish from time to time, including travel, lodging, meals and similar items.

     (c) Success Bonuses: If, during the Term of this Agreement, Consultant is successful in obtaining one or more new credit facilities for Silverleaf which are approved by the Board of Directors, including any new off balance sheet facilities, Silverleaf agrees to pay a success bonus to Consultant on the closing of each new facility that equals or exceeds at least $50,000,000.00 in principal amount, computed as follows: (1) $100,000.00 if the facility equals or exceeds $50,000,000.00 but does not exceed $100,000,000.00; or (2) one-tenth of one percent (1/10^th of 1%) of the principal amount if the facility exceeds $100,000,000.00. The success bonus shall be computed based on only the principal amount of the new facility that the lender is obligated to advance. The success bonus shall also not apply to any extensions or renewals of the principal amounts of Silverleaf’s current credit facilities.

     Section 4. Confidentiality.

     (a) Nondisclosure and Nonuse: Consultant acknowledges that during his services for Silverleaf, he may have access to and become acquainted with Silverleaf Confidential Information, as defined below. Except as Consultant’s duties during his services for Silverleaf may require or Silverleaf may otherwise consent in writing, Consultant agrees that he shall not at any time disclose or use, directly or indirectly, either during or subsequent to his services for Silverleaf, any Silverleaf Confidential Information.

     (b) Confidential Information: For purposes of the foregoing provisions, “Silverleaf Confidential Information” shall mean (1) any and all confidential and proprietary business information and trade secrets concerning the business and affairs of Silverleaf and its affiliates, including but not limited to all marketing, sales and lead generation techniques, know-how and studies, customer and lead lists, current and anticipated customer requirements, price lists, business plans, training programs, computer software and

INDEPENDENT CONTRACTOR AGREEMENT — Page 2

programs, and computer software and data-base technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), (2) any and all information concerning the business and affairs of Silverleaf and its affiliates (including but not limited to their historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented), and (3) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for Silverleaf and its affiliates containing or based, in whole or in part, on any information included in the foregoing.

     Section 5. Non-Interference. Consultant further agrees that during the Term of this Agreement and for six (6) months thereafter, Consultant shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation: (1) carry on or be engaged or interested directly or indirectly in, or solicit, the manufacture or sale of goods or provision of services to any person, firm or corporation which, at any time during his employment has been or is a customer or in the habit of dealing with Silverleaf or its affiliates in their business, (2) endeavor, directly or indirectly, to canvas or solicit in competition with Silverleaf or its affiliates or to interfere with the supply of orders for goods or services from or by any person, firm or corporation which during the Term of this Agreement has been or is a supplier of goods or services to Silverleaf or its affiliates, or (3) directly or indirectly solicit or attempt to solicit away from Silverleaf or its affiliates any of its officers, employees or independent contractors or offer employment or business to any person who, on or during the 6 months immediately preceding the date of such solicitation or offer, is or was an officer, employee or independent contractor of Silverleaf or its affiliates.

     Section 6. Injunctive Relief. Consultant acknowledges that a breach of Sections 4 or 5 hereof would cause irreparable damage to Silverleaf and/or its affiliates, and in the event of Consultant’s breach of the provisions of Sections 4 or 5 hereof, Silverleaf shall be entitled to a temporary restraining order and an injunction restraining Consultant from breaching such Sections without the necessity of posting bond or proving irreparable harm, such being conclusively admitted by Consultant. Nothing shall be construed as prohibiting Silverleaf from pursuing any other available remedies for such breach, including the recovery of actual damages from Consultant. Consultant acknowledges that the restrictions set forth in Sections 4 or 5 hereof are reasonable in scope and duration, given the nature of the business of Silverleaf and its affiliates. Consultant agrees that issuance of an injunction restraining Consultant from breaching such Sections in accordance with their terms will not pose an unreasonable restriction on Consultant’s ability to obtain employment or other work during this Agreement or following the effective date of any Termination.

     Section 7. Nature of Relationship.

INDEPENDENT CONTRACTOR AGREEMENT — Page 3

     (a) Independent Contractor: Consultant shall conduct Consultant’s services as an independent contractor, and neither Consultant nor Consultant’s employees, contractors or agents shall act as employees of Silverleaf, for all purposes, including but not limited to, federal tax and unemployment insurance purposes.

     (b) Identification: Consultant shall conspicuously identify Consultant to all persons and organizations as an independent contractor and shall not represent or imply that this Agreement authorizes Consultant, Consultant’s employees, contractors or agents to act as an agent for, or on behalf of, Silverleaf, except as expressly provided herein.

     (c) Income Taxes: As an independent contractor, Consultant shall be responsible for the payment of all income or other taxes incurred as a result of the compensation paid to Consultant by Silverleaf.

     (d) Worker’s Compensation Insurance: Consultant shall also be solely responsible for providing workers’ compensation insurance for Consultant and Consultant’s employees, contractors or agents to the extent required by applicable law.

     (e) Fringe Benefits: As an independent contractor, Consultant and Consultant’s employees, contractors and agents shall not receive any of the fringe benefits or participate in any of the plans, arrangements or distributions that Silverleaf provides to its employees.

     (f) Other Personnel: Silverleaf may, during the Term of this Agreement, engage other contractors and/or use employees of Silverleaf to perform the same services that Consultant performs under this Agreement.

     (g) Inspection of Services: Silverleaf shall, at all times, be authorized to inspect the services performed by Consultant under this Agreement and shall, at all reasonable times, have access to Consultant’s books, records, correspondence, instructions, receipts, vouchers and memoranda of every description pertaining to the serv