THIRD AMENDMENT TO INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

Ex. 10.5

THIRD AMENDMENT TO

     This THIRD AMENDMENT TO INDEPENDENT CONTRACTOR CONSULTING AGREEMENT (‘Third Amendment”) is made between SILVERLEAF RESORTS, INC., a Texas corporation (“Silverleaf”), and TRADEMARK CONSULTING, CO., a Texas corporation (“Consultant”).

R E C I T A L S:

     A. Silverleaf and Thomas J. Morris (“Morris”) entered into an Independent Contractor Consulting Agreement dated October 14, 2002 (“Consulting Agreement”);

     B. The Consulting Agreement was amended by the First Amendment to Consulting Agreement dated February 19, 2004 to, among other purposes, provide that the consulting services rendered thereunder shall be provided by TradeMark, an affiliated company of Morris, instead of Morris individually;

     C. The Consulting Agreement was further amended by the Second Amendment to Consulting Agreement dated March 4, 2005 to extend the term of the Consulting Agreement to March 15, 2006; and

     D. Silverleaf and TradeMark now desire to further amend the Consulting 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:

     1. Section 1 of the Consulting Agreement, as amended, shall be amended to read in its entirety as follows: