1033032--3/17/2006--SILVERLEAF_RESORTS

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{tax, income, asset}

{condition, economic, financial}

{stock, price, operating}

{loss, insurance, financial}

{regulation, change, law}

{cost, regulation, environmental}

{personnel, key, retain}

{debt, indebtedness, cash}

{competitive, industry, competition}

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{acquisition, growth, future}

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If our assumptions and estimates in our business model are wrong, our future results could be negatively impacted. Changes in the timeshare industry could affect our operations. We may be impacted by general economic conditions. We are at risk for defaults by our customers. We must borrow funds to finance our operations. We may not be able to obtain additional financing. Our business is highly regulated. We are dependent on our key personnel. We will incur costs at our resorts for additional development and construction activities. We must incur costs to comply with laws governing accessibility of facilities to disabled persons. We may be vulnerable to regional conditions. We may be liable for environmental claims. Our sales could decline if our resorts do not qualify for participation in an exchange network. Our sales would be affected by a secondary market for Vacation Intervals. Our sales are seasonal in nature. We are not insured for certain types of losses. We will continue to be leveraged. Common Stock could be impacted by our indebtedness. We could lose the right to supervise and manage the Clubs. We could issue Preferred Stock that would have rights and preferences senior to Common Stock. Our cash flow may not be adequate upon an acceleration of deferred taxes. We will be subject to Alternative Minimum Taxes. Our use of net operating loss carryforwards could be limited by an ownership change. We could be liable for back payroll taxes if our independent contractors are reclassified as employees. We could be negatively impacted by National and state Do Not Call Lists. The substantially increased costs of our compliance with the requirements of the Sarbanes-Oxley Act, including the requirements of Section 404, may adversely affect our available cash, our management team s attention to our core business, and the price of our stock. The market trading price of our Common Stock has been and is likely to continue to be volatile. The trading market for our Common Stock may be limited. Sales of Common Stock by existing shareholders, including officers or directors, may adversely affect the market price of our Common Stock. We may fail to meet the continued listing requirements of the AMEX. Certain of our existing shareholders have the ability to exert a significant amount of control over the Company.

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1033032--3/17/2006--SILVERLEAF_RESORTS_INC