EXHIBIT 10.5(bb)
                                   AMENDMENT NO. 1
                                          TO
                                    BANK AGREEMENT
                                         FOR
                              12% DEBENTURES - SERIES 9


               AMENDMENT NO. 1, DATED AS OF APRIL 15, 1997 (THE
          "AMENDMENT"), TO BANK AGREEMENT, dated as of September 12, 1994
          (the "Agreement"), with respect to 12% Debentures due September
          15, 2001, Series 9 (the "Debentures") between J&B Management
          Company ("J&B") and its affiliates:  Leisure Centers Inc., J&B
          Management Corp., Sulgrave Realty Corporation and Wilmart
          Development Corp. (collectively, the "Affiliates") and The Bank
          of New York (the "Bank").

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

               WHEREAS, J&B, the Affiliates and the Bank have heretofore
          entered into the Agreement;

               WHEREAS, Grand Court Lifestyles, Inc. (the "Company") has
          acquired substantially all of the assets of J&B, subject to
          substantially all of J&B's liabilities;

               WHEREAS, the Company has assumed the obligations of J&B relating
          to the Debentures;

               WHEREAS, the Company is successor by merger to each of the
          Affiliates; and

               WHEREAS, the Company and the Bank desire to amend the
          Agreement;

               NOW, THEREFORE, in consideration of the foregoing and the mutual
          covenants herein, the Company and the Bank agree as follows:

               1.  The Agreement is hereby amended by deleting paragraph (a)
          of Section 5.6 and inserting in its stead the following:

                   (a)  Whenever the Company shall effect a voluntary
                   redemption of part or all of the Debentures, which
                   shall be without premium or penalty, or is required
                   to effect mandatory redemption of part or all of
                   the Debentures, the Company shall give written
                   notice thereof to the Bank at least forty (40)
                   days prior to the date set forth for redemption,
                   the manner in which redemption shall be effected
                   and all the relevant details thereof.  The Bank
                   shall give written notice to the Purchasers of
                   that redemption at least thirty (30) days prior
                   to the date set forth for redemption.  The Bank
                   shall register the cancellation of the whole or
                   a portion of the redeemed Debentures, as appropriate.
                   In any event, new debentures will not be issued to
                   reflect the non-redeemed portion of the debentures.
                   No interest shall be payable on the redeemed
                   portion of a Debenture from and after the date
                   of redemption."

               2.  The Agreement is hereby amended by adding the following
          Section 5.7:

                   "Section 5.7.  Principal Amount of Debentures Payable
                                  --------------------------------------
                   Without Presentment or Surrender.  The portion of
                   --------------------------------
                   the unpaid principal amount of the Debentures and
                   any interest due upon any redemption or at maturity
                   shall be payable without presentment or surrender
                   of the Debentures.  Notwithstanding anything herein
                   or in the Debentures to the contrary, the unpaid
                   principal amount thereof recorded by the Bank in
                   its register shall be controlling as to the remaining
                   unpaid principal amount thereof."

               3.  The Agreement is hereby amended by adding the following
          Section 7.13:

                   "Section 7.13.  Matured Set Aside Purchase Notes
                                   --------------------------------
                   and Matured Set Aside Investor Notes.  The Bank
                   ------------------------------------
                   shall return promptly to the Company matured Set
                   Aside Purchase Notes (the "Matured Set Aside
                   Purchase Notes") and matured Set Aside Investor
                   Notes (the "Matured Set Aside Investor Notes")
                   after the delivery by the Company to the Bank of
                   sufficient funds to make payment of all principal
                   and interest on the Debentures due upon any
                   redemption or at maturity pursuant to Section 5.7.
                   In addition to the return of those Matured Set Aside
                   Purchase Notes and Matured Set Aside Investor Notes,
                   the Bank shall (i) execute and deliver to the Company
                   an instrument prepared by the Company effecting a
                   release by the Bank of the existing assignment of
                   the security interest and Purchase Agreement covering
                   the related Purchased Partnership Interest and Secured
                   Partnership Interests, (ii) file with the appropriate
                   governmental authorities indicated by the Company,
                   financing statements delivered by the Company to
                   the Bank recording the termination of the Bank's
                   security interest and assignment granted under this
                   Bank Agreement and (iii) return to the Company the
                   Consent and Agreement described in Sections 7.2(c)
                   and 7.4(c) hereof and the Consent, Assignment and
                   Agreement described in Sections 7.3(c) and 7.5(c)
                   hereof, each as relates to such Matured Set Aside
                   Purchase Note and Matured Set Aside Investor Notes."

               4.  Capitalized terms used herein and not otherwise defined
          shall have the meaning assigned to such terms in the Agreement.

               5.  This Amendment may be executed in several counterparts,
          each of which when executed and delivered shall be deemed an original
          and all of which counterparts, taken together, shall constitute but
          one and the same Amendment.

               6.  Except as provided herein, all provisions, terms and
          conditions of the Agreement shall remain in full force and
          effect.  As amended hereby, the Agreement is ratified and
          confirmed in all respects.


               IN WITNESS WHEREOF, the parties hereto have caused this
          Amendment No. 1 to be duly executed as of the date first above
          written.


          GRAND COURT LIFESTYLES, INC.        THE BANK OF NEW YORK


          By: /s/ Bernard M. Rodin          By:  /s/  Mark G. Walsh       
             -------------------------         ---------------------------
              Name:  Bernard M. Rodin           Name:  Mark G. Walsh 
              Title  President                  Title: Assistant 
                                                       Vice President