EXHIBIT 10.13

          

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                                       FORM OF
                         AMENDED AND RESTATED REGULATIONS AND
                                 OPERATING AGREEMENT

                                          OF

                                     ------------







          




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                    Pursuant to the provisions of the       Limited
                                                      -----
          Liability Company Act,              (the "Company"), a limited
                                  -----------
          liability company which is subject to the provisions of the
          aforesaid Limited Liability Company Act, hereby adopts the
          hereinafter        Amended and Restated Regulations and 
                     ------
          Operating Agreement of its Operating Agreement dated as of
                     (the "Agreement").  Although this writing amends in
          ----------
          its entirety the Agreement, it is not intended by the parties to
          create a new limited liability company, but rather to confirm the
          continuation of existence of the existing Company, without
          interruption, while providing for (i) the transfer by Grand Court
          Lifestyles, Inc. a Delaware corporation ("Grand Court"), the sole
          member and the sole manager of the Company, of a portion of its
          interest in the Company to           ("     ") and (iii) other
                                     --------     ---
          various amendments to the Agreement in the manner hereinafter
          provided.

                    THE AMENDED AND RESTATED REGULATIONS AND OPERATING
          AGREEMENT OF       is made and entered as of by and
                       ----                            -----,
           among Grand Court, and
                                  ----.

                                 W I T N E S S E T H:
                                - - - - - - - - - -

                    WHEREAS, pursuant to the Sale and Assignment Agreement
          dated as of 1999, a copy of the form of which is attached
                     ----,
          hereto as Exhibit A, by and among Grand Court, and Grand
                                                             ------,
          Court transferred to        fifty percent (50%) of its interest
                               ------
          in the Company; and

                    WHEREAS, the parties hereto desire that      be 
                                                            -----
          admitted into the Company as a Member (as such term is
          hereinafter defined) of the Company; and

                    WHEREAS, the parties hereto, each intending to be
          legally bound hereby under the laws of the State of Texas, desire
          to amend in the manner hereinafter set forth, and to redefine and
          restate in its entirety, the Agreement, while continuing the
          Company heretofore formed, without interruption (hereinafter the
          Agreement as amended and restated by this       Amended and
                                                    -----
          Restated Regulations and Operating Agreement shall be called the
          "Agreement"); and

                    NOW, THEREFORE, in consideration of the mutual promises
          of the parties hereto and of other good and valuable
          consideration, the receipt and sufficiency of which are hereby
          acknowledged, the parties do hereby covenant and agree as
          follows:

               1.   Grand Court assigns fifty percent (50%) of its interest
          as a member of the Company to     .
                                        ----

               2.          desires to, and hereby does, accept the
                    ------
           assignment by Grand Court of fifty percent (50%) of Grand
          Court's interest as a member of the Company.

               3.   All of the actions described in paragraphs 1 and 2
          above shall be deemed to have occurred simultaneously.

               4.   By this writing, the parties hereto hereby amend,
          redefine and restate, in its entirety, the Agreement, so that
          said document shall for all purposes hereafter read as
          hereinafter set forth.


                                      ARTICLE I
                                    DEFINED TERMS
                                    -------------

                    1.1  Defined Terms.  Capitalized words and phrases used
                         -------------
           in this Agreement have the following meanings:

                    "Act" means the Texas Limited Liability Company Act, as
                     ---
          currently in effect and as may be amended from time to time.

                    "Capital Account" means an account established and
                     ---------------
          maintained for each Member pursuant to Section 5.1 hereof.  The
          initial Capital Account Balances shall be based upon the Capital
          Accounts of the Members as reflected on Schedule A attached
          hereto.

                    "Capital Transaction" shall mean (i) a sale or other
                     -------------------
          disposition by the Company of all or any part of its assets
          (other than sales in the ordinary course of business), (ii)
          refinancing or recasting of any mortgage loan or secondary
          financing of the Company, (iii) advances or additional advances
          under any mortgage loan to the Partnership or the Operating
          Partnership, (iv) any sale-leaseback of the Company's property,
          (v) the taking or condemnation by any right of eminent domain of
          any part of the Company's property, or (vi) the destruction, in
          whole or in part, of the Company's property whether by fire,
          other casualty, or any other cause.

                    "Capital Transaction Gain" or "Capital Transaction
                     -----------------------       -------------------
          Loss" shall mean the Company's taxable gain or loss,
          ----
          respectively, with respect to a Capital Transaction.

                    "Cash from Capital Items" shall mean the net cash
                     -----------------------
          proceeds from any Capital Transaction received by the Company,
          after deducting (a) an amount sufficient to satisfy any unpaid
          principal and interest on loans from third parties, (b) an amount
          sufficient to satisfy any advances to the Company by the members,
          and (c) funds used, or applied for the establishment of any
          reasonable reserves, for working capital, or for alterations,
          repairs of capital improvements or other uses deemed advisable by
          the members whether or not for the foregoing purposes, provided
                                                                 --------
          that as the unused balance of such reserves are no longer needed
          to be reserved, the same shall thereupon be deemed Cash from
          Capital Items (such reserves to be deemed to include, without
          limitation, accruals for all management and other fees payable
          under any agreements with any member or any affiliate of any
          member).

                    "Code" means the Internal Revenue Code of 1986 of the
                     ----
          United States of America, as amended, or any corresponding
          provision or provisions of any succeeding law.

                    "Company" means 
                     -------        ------------.

                    "Fiscal Year" means for both accounting and U.S. income
                     -----------
          tax purposes the calendar year, except that the first Fiscal Year
          of the Company shall be the period from the formation of the
          Company to December 31 of the same calendar year, and upon any
          termination of the Company on a date other than December 31, the
          final Fiscal Year of the Company shall be the period from the end
          of the immediately preceding Fiscal Year to the date of such
          termination.

                    "Liquidation" has the meaning ascribed thereto in
                     -----------
          Section 11.3 hereof.

                    "Liquidation Proceeds" has the meaning ascribed thereto
                     --------------------
          in Section 11.3 hereof.

                    "Liquidating Member" means Grand Court.  If there shall
                     ------------------
          be more than one Member, it shall mean the Member selected for
          such position by the vote of a majority of the Members.

                    "Loss(es)" means net losses other than Capital
                     --------
          Transaction Loss as determined under U.S. income tax accounting
          principles.

                    "Manager" means Grand Court and each of the parties who
                     -------
          may hereafter become an additional or substitute Manager.

                    "Members" means Grand Court and        and each of the
                     -------                        ------
          parties who may hereafter become an additional or substitute
          Member.

                    "Net Cash Flow" means, for each Fiscal Year or other
                     -------------
          period, an amount equal to the excess, if any, of (a) the gross
          receipts from operations of the Company from all sources, over
          (b) all cash expenditures of the Company due to operations,
          including (i) debt service under any indebtedness incurred by the
          Company, (ii) taxes and governmental fees, and (iii) reserves
          established from time to time in such amounts, at such times and
          for such purposes as the Members shall, in their reasonable
          discretion, determine.  Net Cash Flow shall not be reduced by
          depreciation, amortization, cost recovery deductions, or similar
          allowances, but shall be increased by any reductions of reserves
          previously established pursuant to this Agreement.

                    "Person" means any individual, partnership, joint
                     ------
          venture, association, corporation, trust or other entity.

                    "Profit(s)" mean net profits other than Capital
                     ---------
          Transaction Gain as determined under U.S. income tax accounting
          principles.

                    "Treasury Regulations" mean the regulations promulgated
                     --------------------
          by the U.S. Treasury Department with respect to the Code, as such
          regulations are amended from time to time, or corresponding
          provisions of future regulations.


                                      ARTICLE II
                                     ORGANIZATION
                                     ------------

                    2.1  Formation.  The Members hereby forms, pursuant to
                         ---------
          the Act, a limited liability company for the purposes and upon
          the terms and conditions hereinafter set forth.

                    2.2  Name.  The name of the Company shall be 
                         ----                                    --------.
          All business of the Company shall be conducted under such name. 
          The Members may change the name of the Company in accordance with
          the provisions of the Act.

                    2.3  Registered Office; Registered Agent; Principal
                         ----------------------------------------------
          Place of Business.  The location of the registered office of the
          -----------------
          Company shall be           The Company's registered agent at
                           --------.
          such address shall be Capitol Commerce Reporter, Inc.  The
          Company's principal place of business shall be at One Executive
          Drive, Fort Lee, New Jersey 07024.

                    2.4  Purpose.  The Company's business and purpose shall
                         -------
          consist solely of the construction, ownership, operation and
          management of an adult living center to be constructed in 
                    and such activities as are necessary, incidental or
          ---------
          appropriate in connection therewith.

                    2.5  Term.  The Company shall continue in existence
                         ----
          from the date hereof until December 31, 2020, or until terminated
          in accordance with the provisions of this Agreement, whichever
          shall occur earlier.

                    2.6  Meetings.  All meetings of the Members shall be as
                         --------
          set forth in the Act.

                    2.7  Member Determinations.  Except as otherwise
                         ---------------------
          provided herein, all actions by the Members may be approved by a
          majority in interest of the Members voting on such matter. 
          Except as otherwise provided herein, Grand Court and        are
                                                               -------
          each 50% members of the Company.


                                     ARTICLE III
                                      MANAGEMENT
                                      ----------

                    3.1  Management.    (a)  The management of the Company
                         ----------
          shall be vested in Grand Court and such officers to whom it
          delegates authority.  If there shall be more than one Manager,
          any Manager shall have the authority to sign agreements and other
          instruments on behalf of the Company in the ordinary course of
          business without the joinder of any other Manager.

                         (b)  The Manager may engage in other business
          activities and shall be obliged to devote only as much of its
          time to the Company's business as shall be reasonably required
          for the efficient operation of the Company's business and
          objectives.  The Manager shall perform its duties as a manager in
          good faith, in a manner it reasonably believes to be in the best
          interest of the Company, and with such care as an ordinarily
          prudent person in a like position would use under similar
          circumstances.  A person or corporate entity who so performs his
          or its duties shall not have any liability by reason of being or
          having been a Manager of the Company.

                         (c)  The Manager is an agent of the Company for
          the purpose of its business, and the acts of the Manager,
          including the execution in the Company name of any instrument for
          apparently carrying on in the usual way the business of the
          Company, binds the Company, unless such act is in contravention
          of this Agreement or unless the Manager so acting otherwise lacks
          the authority to act for the Company and the person with whom it
          is dealing has knowledge of the fact that he has no such
          authority.

                    3.2  Powers of the Manager.  The Manager shall have the
                         ---------------------
          right and authority to take all actions which it deems necessary,
          useful or appropriate for the day-to-day management and conduct
          of the Company's business.  In particular, the Manager shall:

                         (a)  Assist the Company in the preparation and
          filing with relevant authorities various returns, reports or
          other documents required by the laws and regulations of the
          United States and the State of 
                                        -------;

                         (b)  Review the appropriateness, and arrange for
          payments, of the expenses incurred in connection with the
          operations of the Company;

                         (c)  Pay all expenses of the Company, (including
          any organizational expenses, legal fees, and administrative
          expenses; and

                         (d)  Perform such other services as may be deemed
          necessary for the operation of the Company.

                         (e)  Borrow money for the Company's business,
          execute any and all agreements or documents required for such
          borrowing and pledge the Company's assets to secure such
          borrowing.

                    3.3  Compensation of the Manager.  The Manager shall be
                         ---------------------------
          paid a fee by the Company for its services.  Such fee shall be
          set forth in a management agreement between Grand Court and the
          Company.

                    3.4  Termination of the Manager.          shall have
                         --------------------------  --------
          the right to terminate Grand Court as the manager of the
          Company's property for cause upon 30 days written notice to Grand
          Court.



                                      ARTICLE IV
                                CAPITAL CONTRIBUTIONS
                                ---------------------

                    4.1  Capital Contributions.  As of the date hereof, the
                         ---------------------
          Members have made, will be treated as having made, or will make,
          as the case may be, the Capital Contributions set forth in
          Schedule A attached hereto.  The Members are not obligated to
          make any additional contributions to the Company.

                    4.2  Return of Capital.  Except as specifically
                         -----------------
          provided in this Agreement, the Members shall not have the right
          to withdraw from the Company all or any part of their Capital
          Contributions, nor shall any Member have any right to demand and
          receive property or cash of the Company in return of its Capital
          Contribution. 


                                      ARTICLE V
                                   CAPITAL ACCOUNTS
                                   ----------------

                    5.1  Capital Accounts.  (a)  A separate Capital Account
                         ----------------
          shall be established and maintained for each Member.

                    (b)  Each Capital Account shall be maintained and
          adjusted in accordance with the applicable requirements of the
          Code and the applicable provisions of the Treasury Regulations
          promulgated thereunder.  Each Member's Capital Account shall be
          increased by (i) the amount of cash and the fair market value of
          property (net of liabilities that the Company is considered to
          assume or take such property subject to) contributed by such
          Member to the capital of the Company, and (ii) allocations to
          such member of Profits (or items thereof) and Capital Transaction
          Gain (or items thereof) pursuant to Article V.  Each Member's
          Capital Account shall be decreased by (i) the amount of cash and
          the fair market value of property (net of liabilities that such
          Member is considered to assume or take such property subject to)
          distributed to such Member, and (ii) allocation to such Member of
          Losses (or items thereof), Capital Transaction Loss (or items
          thereof) and deductions pursuant to Article V.

                    (c)  The provisions of this Agreement relating to the
          maintenance of Capital Accounts are intended to comply with
          Treasury Regulations Sections 1.704-1(b) and 1.704-2 and shall be
          interpreted and applied in a manner consistent with such Treasury
          Regulations.  In the event that the Members shall determine that
          it is prudent to modify the manner in which the Capital Accounts
          are computed in order to comply with such Treasury Regulations,
          the Members may make such modification, provided that such
          modification is not likely to have a material effect on the
          amounts distributable to any Member pursuant to this Agreement.

                    5.2  Negative Capital Accounts.  At no time during the
                         -------------------------
          term of the Company or upon the dissolution and liquidation
          thereof shall a Member with a negative balance in his Capital
          Account have any obligation to the Company or the other Member to
          restore such negative balance, except as required by law.


                                     ARTICLE VII
                                     ALLOCATIONS
                                     -----------

                    6.1  Determination of Gains and Losses.  As of the
                         ---------------------------------
          close of business on the last day of each Fiscal Year, Profits,
          Capital Transaction Gain, Losses and Capital Transaction Loss of
          the Company shall be determined and shall be allocated as
          provided in this Article VI.

                    6.2  Allocation of Profits.  Profits shall be allocated
                         ---------------------
          to the Members 50% to             and 50% to Grand Court.
                                ----------

                    6.3  Allocation of Capital Transaction Gain.  Except as
                         --------------------------------------
          otherwise required by Section 6.8 hereof, Capital Transaction
          Gain of the Partnership for each Fiscal Period shall be allocated
          in the following priority:

                         (a)       To          until the cumulative amount  
                                     --------
                              of Capital Transaction Gain allocated to
                                         is equal to the cumulative Losses
                              ----------
                              allocated to            pursuant to Section
                                           ----------
                              6.4 hereof.; and, thereafter

                         (b)  To         until the cumulative Capital
                                 -------
                              Transaction Gain allocated to 
                                                            --------
                              pursuant to this Section 6.3(b) is equal to   
                                          and, thereafter
                              $---------;

                         (c)  To         in an amount equal to the Priority
                                 -------
                              Return, to the extent such amount has not
                              previously been distributed to him; and,
                              thereafter

                         (d)  To each Member having a negative Capital
                              Account, pro rata in accordance with the
                              ratio that his negative Capital Account bears
                              to the sum of all negative Capital Accounts
                              until there shall have been allocated an
                              amount equal to the sum of all negative
                              Capital Accounts; and, thereafter 

                         (e)  50% to Grand Court and 50% to 
                                                            -------.


                    6.4  Allocation of Losses and Capital Transaction Loss.
                         -------------------------------------------------

          Losses and Capital Transaction Loss shall be allocated 99% to
                    and 1% to Grand Court.
          --------

                    6.5  Qualified Income Offset.  Notwithstanding any
                         -----------------------
          other provision of this Agreement except as required by the
          Treasury Regulations, if any member has a deficit balance in his
          Capital Account from an unexpected adjustment, allocation, or
          distribution described in Treasury Regulations section 1.704-
          1(b)(2)(ii)(d)(4), (5), or (6), there shall be specially
          allocated to such Member such items of Company income and gain in
          an amount and manner sufficient to eliminate as quickly as
          possible the deficit balance, to the extent required by the
          Treasury Regulations, without creating or increasing a deficit
          balance in the Capital Account of any other Partner.  This
          Section 6.5 is intended to be a qualified income offset, as such
          term is used in the Treasury Regulations.

                    6.6  Nonrecourse Deductions.  Nonrecourse Deductions
                         ----------------------
          for any Fiscal Year shall be allocated 99% to         and 1% to
                                                        -------
          Grand Court.

                    6.7  Tax Allocations:  Code Section 704(c).  Income,
                         -------------------------------------
          gain, loss and deduction with respect to any property
          contributed, or deemed to be contributed to the capital of the
          Company shall, solely for tax purposes, be allocated among the
          Members in accordance with Code section 704(c) and the Treasury
          Regulations thereunder.  Any elections or other decisions
          relating to such allocations shall be made by the Members in any
          manner that reasonably reflects the purpose and intention of this
          Operating  Agreement.  Allocations pursuant to this Section 6.7
          are solely for purposes of Federal, state and local taxes and
          shall not affect, or in any way be taken into account in
          computing, any Member's Capital Account or share of Profits,
          Losses, other items or distributions pursuant to any provision of
          this Partnership Agreement.

                    6.8  Compliance with Code.  Notwithstanding any
                         --------------------
          contrary statement or provision herein, the profits and losses of
          the Company for U.S. Federal income tax purposes will be
          calculated and allocated as required under the Code and Treasury
          Regulations thereunder.


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                                     ARTICLE VII
                                    DISTRIBUTIONS
                                    -------------


                    7.1  Distributions of Net Cash Flow.  The Net Cash Flow
                         ------------------------------
          of the Company shall be distributed at such times as the Company
          shall determine.  The Net Cash Flow of the Company shall be
          allocated among and distributed to the Members in the following
          priority:

                         (a)       To         until the cumulative amount of
                                      --------
                              Net Cash Flow allocated to him for the Fiscal
                              Year equals $       (the "Priority Return");
                                           ------
                              and, thereafter

                         (b)       To the Members, 50% to Grand Court and
                                   50% to 
                              -------.

                    7.2  Distributions of Cash from Capital Items.    Cash
                         ----------------------------------------
          from Capital Items occurring at times other than dissolution
          shall be allocated among and distributed to the Members in the
          following priority:

                         (a)  To           until the cumulative amount of   
                                 --------
                              Cash from Capital Items distributed to        
                              equals $        ; and, thereafter
                                     ----------                --------

                         (b)  To          in an amount equal to unpaid
                                 --------
                              Priority Return; and, thereafter

                         (c)  To the Members, 50% to Grand Court and 50% to

                              -------.

                    7.3  Withholding.  The Company shall comply with all
                         -----------
          withholding requirements under Federal, state and local law.  The
          Company shall request, and the Members shall provide to the
          Company, such forms or certificates as are necessary to establish
          an exemption from withholding with respect to the Members, and
          any representations and forms as shall reasonably be requested by
          the Company to assist it in determining the extent of and in
          fulfilling, its withholding obligations.  The Company shall file
          required forms with applicable jurisdictions and, unless an
          exemption from withholding is properly established by the
          Members, shall remit amounts withheld with respect to the Member
          to applicable jurisdictions.  To the extent the Company is
          required to withhold and pay over any amounts to any authority
          with respect to any distributions or allocations hereunder, the
          amount withheld shall be deemed to be a distribution in the
          amount of such withholding.  In the event of any claimed over
          withholding, the distributee shall be limited to an action
          against the applicable jurisdiction.  If the amount withheld was
          not withheld from actual distributions, the Company may reduce
          subsequent distributions by the amount of such withholding.


                                     ARTICLE VIII
                                   INDEMNIFICATION
                                   ---------------

                    8.1  Indemnification.  (a) The Company shall, to the
                         ---------------
          fullest extent permitted by the Act, indemnify and hold harmless
          the Members from and against any and all liabilities, losses,
          damages and expenses arising out of or relating to the business
          of the Company (including without limitation (i) legal fees and
          expenses, (provided, that if a Member retains more than one legal
          counsel in any jurisdiction in connection with any claim, the
          indemnification provided by this Section 8.1(a) shall be limited
          to an amount equal to the aggregate of such legal fees and
          expenses divided by the number of such legal counsel), and (ii)
          any amounts paid in respect of any resulting judgments, finds or
          settlements) suffered or incurred in any actual or threatened
          claim, action, or proceeding as a result or by reason of (i) the
          fact that it is or was a Member, or (ii) any alleged action or
          inaction as a Member; provided, that the forgoing indemnity shall
          not apply to the extent that any action or inaction by a Member
          is determined by a final judgment to have constituted gross
          negligence, willful misfeasance, or bad faith, it being
          understood that included, without limitation, in the concept of
          "willful misfeasance or bad faith" is any action or inaction by a
          Member which is not authorized by or is inconsistent with the
          authorization of such Member pursuant to the Articles, By-laws
          and other agreements among the parties hereto.  

                         (b)  A Member may consult with legal counsel or
          accountants for the Company selected by the Member and any action
          or omission suffered or taken in good faith or reliance and
          accordance with the opinion or advice of any such counsel or
          accountants (provided that such counsel has been selected with
          reasonable care) shall be full protection and justification with
          respect to the action or omission so suffered or taken.


                                      ARTICLE IX
                           BOOKS, RECORDS AND BANK ACCOUNTS
                           --------------------------------

                    9.1  Books and Records.  Grand Court shall cause the
                         -----------------
          Company to keep proper and complete records and books of account
          of the Company's business, including all such transactions and
          other matters as are usually entered into records and books of
          account maintained by Persons engaged in businesses of like
          character or as are required by law and including, but not
          limited to, the following:

                         (a)  if there shall be more than one Member, a
          current list of the full name and last known business or
          residence address of each Member set forth in alphabetical order,
          together with the Capital Contributions and the share in Profits
          and Losses of each Member;

                         (b)  a copy of the certificate of formation of the
          Company and all certificates of amendment, together with executed
          copies of any powers of attorney pursuant to which any
          certificate has been executed;

                         (c)  copies of the Company's income tax or
          information returns and reports, if any, for the six most recent
          taxable years;

                         (d)  a copy of this Agreement, and all amendments
          thereto;

                         (e)  financial statements of the Company for the
          six most recent Fiscal Years; and

                         (f)  the Company's books and records as they
          relate to the internal affairs of the Company for the current and
          past three Fiscal Years.

                    9.2  Inspection and Copying.  All records and books of
                         ----------------------
          account maintained in accordance with Section 9.1 shall be open
          to inspection and copying upon at least two (2) days' prior
          written notice by a Member or its authorized representatives at
          any reasonable time during business hours.

                    9.3  Accounting Basis and Fiscal Year.  The Company's
                         --------------------------------
          books and records (a) shall be kept on an accrual basis in
          accordance with the accounting methods followed by the Company
          for U.S. income tax purposes, (b) shall reflect all Company
          transactions, (c) shall be appropriate and adequate for the
          Company's business and for the carrying out of all provisions of
          this Agreement, and (d) shall be closed and balanced at the end
          of each Fiscal Year.


                    9.4  Tax Elections.
                         -------------

                         (a)  The Company, at the request of a Member or a
          transferee Member, shall elect where applicable, pursuant to
          Section 754 of the Code, to adjust the bases of the Company
          property.  The Member will furnish to the Company all information
          necessary to give effect to such election.


                                      ARTICLE X
                                      TRANSFERS
                                      ---------

                    10.1 Transfers.  A Member may not sell, assign,
                         ---------
          transfer, exchange, charge, pledge, give, hypothecate, or
          otherwise convey or encumber (any such sale, assignment,
          transfer, exchange, charge, pledge, gift, hypothecation,
          conveyance or encumbrance being hereinafter referred to as a
          "Transfer"), directly or indirectly, voluntarily or
          involuntarily, its interest in the Company without the unanimous
          consent of the Members which consent may be withheld within the
          sole discretion of the Members.  Any Transfer of any Member's
          interest without such consent shall be null and void and of no
          force whatsoever.


                                      ARTICLE XI
                             DISSOLUTION AND LIQUIDATION
                             ---------------------------

                    11.1 Events of Dissolution.  The Company may be
                         ---------------------
          dissolved, liquidated, and terminated pursuant to the provisions
          of this Article XI and in accordance with the Act.  The Company
          shall be terminated and dissolved upon the earlier to occur of
          the following events:

                         (a)  the withdrawal, resignation, bankruptcy, or
          dissolution of any Member, unless the remaining Members, if any,
          unanimously elect to continue the Company within 90 days of such
          event; 

                         (b)  The sale, exchange, or other disposition by
          the Company of all or substantially all of the Company's
          property; 

                         (c)  The expiration of the term of the Company; 

                         (d)  The election to do so by the Member; or 

                         (e)  The occurrence of any other event that would
          dissolve and terminate the Company under the Act.  

                    11.2 Liquidation.  In all cases of dissolution of the
                         -----------
          Company, the business of the Company shall be continued to the
          extent necessary to allow an orderly winding up of its affairs,
          including the liquidation and termination of the Company pursuant
          to the provisions of Section 11.1 and this Section 11.2, as
          promptly as practicable thereafter, and each of the following
          shall be accomplished:

                         (a)  The Liquidating Member shall cause to be
          prepared a statement setting forth the assets and liabilities of
          the Company as of the date of dissolution, a copy of which shall
          be furnished to the other Members, if any.

                         (b)  The property of the Company shall be
          liquidated by the Liquidating Member as promptly as possible, but
          in an orderly, businesslike and commercially reasonable manner. 
          The Liquidating Member may, in the exercise of its business
          judgment and if commercially reasonable, determine (i) to sell
          all or any portion of the property of the Company to another
          Member, if any, after using best efforts to sell such property to
          a person unrelated to any Member, provided that the purchase
          price is not less than the fair market value of such property, or
          to any other Person, or (ii) after using best efforts to sell
          such property to a person unrelated to any Member, not to sell
          all or any portion of the property of the Company, in which event
          such property and assets shall be distributed in kind pursuant to
          Section 11.3.

                         (c)  Any Capital Transaction Gain or Capital
          Transaction Loss realized by the Company upon the sale of its
          property shall be recognized and allocated to the Members in the
          manner set forth in Article V of this Agreement.  To the extent
          that an asset is to be distributed in kind, such asset shall be
          deemed to have been sold at its fair market value on the date of
          distribution, the profits or loss deemed recognized upon such
          deemed sale shall be allocated in accordance with Article V, and
          the amount of the distribution shall be considered to be such
          fair market value of the asset.

                    11.3 Distributions Upon Dissolution.  Upon dissolution
                         ------------------------------
          of the Company and the liquidation of its assets (the
          "Liquidation"), the Liquidating Member shall cause the remaining
          assets, including proceeds of sales or other dispositions in
          liquidation of assets of the Company ("Liquidation Proceeds"), to
          be distributed in accordance with the following priorities:

                         (a)  First, to the payment of the debts and
          obligations of the Company (including advances and loans by a
          Member), including sales commissions, taxes, and other expenses
          incident to any sale of the assets of the Company;

                         (b)  Second, establishment of such reserves as the
          Liquidating Member may deem reasonably necessary for any
          contingent or unforeseen liabilities or obligations of the
          Company.  Such reserves may be paid over by the Liquidating
          Member to a bank or other financial institution, to be held in
          escrow for the purpose of paying any such contingent or
          unforeseen liabilities or obligations and, at the expiration of
          such period as the Liquidating deems advisable, any remaining
          balance shall be distributed as provided in subsection (c) of
          this Section 11.3; and

                         (c)  The balance, if any, to the Members pro rata
          in accordance with their relative positive Capital Accounts
          (after giving effect to all contributions, distributions and
          allocations for all periods).


                               INTENTIONALLY LEFT BLANK


     <PAGE>


                                     ARTICLE XII
                                    MISCELLANEOUS
                                    -------------

                    12.1 Notices.  Any notice, demand, request or report
                         -------
          required or permitted to be given or made to the Members under
          this Agreement shall be in writing and shall be deemed given or
          made when delivered in person or when sent by first class mail or
          by other means of written communication to the Members at the
          address set forth opposite their names on Schedule A, or at such
          other address as the Members may from time to time designate to
          the others.  Facsimile notice shall be deemed to have been
          received twenty-four (24) hours after dispatch, but nevertheless
          is shall be confirmed by registered airmail within ten (10) days
          of dispatch.

                    A Member may designate another address (and/or change
          its address) for Notices hereunder by a Notice given pursuant to
          this Section 12.1.  Unless otherwise provided herein, a Notice
          sent in compliance with the provisions of this Section 12.1 shall
          be deemed delivered when actually received by the party to whom
          sent.  Rejection or other refusal to accept or the inability to
          deliver because of a changed address or addressee of which no
          Notice was given as provided in this Section shall be deemed
          receipt of the Notice sent.

                    12.2 Amendments.  Amendments may be made to this
                         ----------
          Agreement only with the written consent of all Members.

                    12.3 No Waiver.  The failure of any Member to insist
                         ---------
          upon strict performance of a covenant hereunder or of any
          obligation hereunder, irrespective of the length of time for
          which such failure continues, shall not be a waiver of such
          Member's right to demand strict compliance in the future.  No
          consent or waiver, express or implied, to or of any breach or
          default in the performance of any obligation hereunder shall
          constitute a consent or waiver to or of any other breach or
          default in the performance of the same or any other obligation
          hereunder.

                    12.4 Entire Agreement.  This Agreement (including the
                         ----------------
          Schedules attached hereto and all amendments and supplements)
          contains the full and complete understanding of the parties
          hereto with respect to the subject matter hereof, and supersedes
          any and all prior and contemporaneous agreements, understandings
          and negotiations between and among the parties concerning the
          subject matter hereof.

                    12.5 Captions.  The captions in this Agreement are
                         --------
          inserted only for convenience, form no part of this Agreement and
          shall not affect its interpretation.

                    12.6 Counterparts.  This Agreement may be executed in a
                         ------------
          number of counterparts, any one of which need not contain the
          signature of more than one party, and all of which together shall
          for all purposes constitute one and the same Agreement.

                    12.7 Severability.  In the event that any of the
                         ------------
          provisions, or any portion or application thereof, of this
          Agreement is held to be unenforceable or invalid by any court of
          competent jurisdiction, the Members shall devise an equitable
          adjustment in the provisions of this Agreement with a view toward
          effecting the purpose and intent of this Agreement, and the
          validity and enforceability of the remaining provisions, or
          portions or applications thereof, shall not be affected thereby.

                    12.8 Applicable Law.  The validity of this Agreement
                         --------------
          and all rights, duties and obligations arising herefrom shall be
          governed by, and interpreted, construed and enforced in
          accordance with, the laws of the State of Texas.

                    12.9 Forum Selection.  The locale of any judicial
                         ---------------
          proceedings hereunder shall be under State court in the State of
          New Jersey or in the courts located in the State of New Jersey
          and not in any other Federal court in the United States or any
          court in any other country.

                    12.10     Binding Effect.  Subject to the limitations
                              --------------
          on transferability contained herein, each and all of the
          covenants, terms, provisions, and agreements contained herein
          shall be binding upon and inure to the benefit of the parties
          hereto and their respective heirs, assigns, successors, and legal
          representatives.

                    12.11     Identification.  Whenever the singular is
                              --------------
          used in this Agreement and when required by the context, the same
          shall include the plural, and the neuter gender shall include the
          feminine and masculine genders.


                              [INTENTIONALLY LEFT BLANK]


     <PAGE>

                    IN WITNESS WHEREOF, the parties hereto have executed
          this Agreement as of the date first above written.


                                                                           
                                             -----------------------------




                                             GRAND COURT LIFESTYLES, INC.


                                             BY:                           
                                                 -------------------------   
                                                  Name:                    
                                                         -----------------   
                                                  Title:                   
                                                          -----------------

     <PAGE>                          

                                      SCHEDULE A
                                     ----------


                            MEMBER'S CAPITAL CONTRIBUTIONS
                            ------------------------------



                    Name and Address                        Capital
                    Of Member                               Contribution
                    ----------------                        ------------


                    Grand Court Lifestyles, Inc.            $ 
                                                             ------------

                    2650 North Military Trail
                    Suite 350
                    Boca Raton, Florida  33431                  



                                                            $ 
                    ------------------                       -------------


    <PAGE>

                                                                  EXHIBIT A

                                       FORM OF
                                       -------
                                 SALE AND ASSIGNMENT
                                 -------------------


               Grand Court Lifestyles, Inc., (hereinafter called "Seller")
          hereby sells, assigns, transfers and sets over to 
                                                            ---------
          ("Buyer") fifty percent (50%) of  Seller's  right, title and
          interest in                     (the "LLC") as more particularly
                      -------------------
          set forth in the Amended and Restated Regulations and Operating
          Agreement of the LLC dated as of                1999 (the  "LLC
                                           -------------,
          Interest"). The total purchase price for the LLC Interest shall
          be                     Dollars ($              .00). 
             ------------------             -------------       ------------
          is the owner of the adult living property located in 
                                                                --------.

               Seller hereby declares its intention that Buyer succeeds to
          fifty percent (50%) of Seller's interest in the LLC and that
          Buyer be admitted to the LLC as a member.  Buyer declares his
          intention to succeed to fifty percent of Seller's interest in the
          LLC and be admitted to the LLC as a member and agrees to be bound
          by all of the terms and provisions of the LLC Agreement, as
          amended.  

               IN WITNESS WHEREOF, Seller and Buyer, intending to be
          legally bound hereby, have each duly executed this Sale and
          Assignment effective as of              1999. 
                                     -----------,

                                        Seller:

                                        GRAND COURT LIFESTYLES, INC.

                                        By:
                                           ----------------------------



                                        Buyer:


                                        ------------------------------