EXHIBIT 10.5(v)
                                   AMENDMENT NO. 2
                                          TO
                                    BANK AGREEMENT
                                         FOR
                              11% DEBENTURES - SERIES 7


               AMENDMENT NO. 2, DATED AS OF APRIL 15, 1997 (THE
          "AMENDMENT"), TO BANK AGREEMENT, dated as of October 27, 1993
          (the "Agreement"), with respect to 11% Debentures due January 15,
          2002, Series 7 (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. 2 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