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Form Of The Sports Club Membership Agreement - SPORTS CLUB CO INC - 3-28-2000

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Form Of The Sports Club Membership Agreement - SPORTS CLUB CO INC - 3-28-2000 Powered By Docstoc
					EXHIBIT 10.78 Form of The Sports Club Membership Agreement

EXHIBIT 10.78

MEMBERSHIP VALID ONLY AT: CLUB MEMBER SIGNATURE 1835 SEPULVEDA BLVD. O LOS ANGELES, CALIFORNIA 90025 O (310) 473-1447 MEMBERSHIP AGREEMENT This Membership Agreement ("Agreement") for the type of membership indicated below, is between The Sports Club/LA ("Club") and its affiliated Clubs which applicant may visit from time to time and utilize facilities, equipment or services therein, pursuant to the terms of this Agreement, and the undersigned applicant ("Applicant"). By signing this Agreement, I acknowledge that I have received and read a copy of the Bylaws of the Club and a completed copy of this Agreement. I agree that I will be bound by the provisions on the face of this Agreement, the additional provisions on the reverse, the Bylaws of the Club, as now in effect and as from time to time amended by the Club, and such rules as may from time to time be posted at the Club, all of which are incorporated by reference in this Agreement. I also understand that the Club in which this Agreement is executed will hereby be considered my Home Club and the laws governing this Agreement shall be that of the state in which my Home Club is located. 1. INITIATION FEE PAYMENTS. You are required to pay an initiation fee or $ ____________ per month for ________ months beginning on the date you join and on the first day of each month thereafter. Each installment of the initiation fee in non-refundable once paid, however, if you elect to cancel your membership at any time before paying all installments of the initiation fee, you will not be required to pay any installments which are due on or after the date you notify us of your election to cancel your membership. 2. MONTHLY DUES. Your monthly dues are $ ____________, subject to increase as describe in Section 7. You agree to pay on the date of this application, in advance, membership dues for the first and last month of your membership (your first month membership dues will be prorated for the period from the date you join until the end of the month). Thereafter, you agree to pay dues, in advance, on the first day of each month, until your membership is terminated in accordance with the terms of this Agreement. 3. MEMBERSHIP. Your membership is a contractual privilege to use the facilities from time to time offered by the Club to members of your class of membership during the Club's hours of operation. The Club reserves the absolute right to initiate, change or eliminate facilities, services and programs offered from time to time; to initiate, change or eliminate fees for existing or new facilities, services and programs; and to change its hours of operation. Your membership does not entitle you to any interest in the Club or its property and confers no right to participate in the management or operation of the Club. 4. CLASS OF MEMBERSHIP. Your membership class is: __________Individual __________Add On __________Dependent __________Corporate An individual membership is defined as a membership for one person whether married or not. An Add On membership is defined as a membership for one person who is the spouse or domestic partner of an existing member (primary member) paying Individual dues rates of the Club. The Club requires documentation of marital or domestic partnership status. A Dependent membership is defined as a membership for one person who is the dependent, age 15 through 20, of and living at home with two existing Club members. The initiation fee and dues

EXHIBIT 10.78

MEMBERSHIP VALID ONLY AT: CLUB MEMBER SIGNATURE 1835 SEPULVEDA BLVD. O LOS ANGELES, CALIFORNIA 90025 O (310) 473-1447 MEMBERSHIP AGREEMENT This Membership Agreement ("Agreement") for the type of membership indicated below, is between The Sports Club/LA ("Club") and its affiliated Clubs which applicant may visit from time to time and utilize facilities, equipment or services therein, pursuant to the terms of this Agreement, and the undersigned applicant ("Applicant"). By signing this Agreement, I acknowledge that I have received and read a copy of the Bylaws of the Club and a completed copy of this Agreement. I agree that I will be bound by the provisions on the face of this Agreement, the additional provisions on the reverse, the Bylaws of the Club, as now in effect and as from time to time amended by the Club, and such rules as may from time to time be posted at the Club, all of which are incorporated by reference in this Agreement. I also understand that the Club in which this Agreement is executed will hereby be considered my Home Club and the laws governing this Agreement shall be that of the state in which my Home Club is located. 1. INITIATION FEE PAYMENTS. You are required to pay an initiation fee or $ ____________ per month for ________ months beginning on the date you join and on the first day of each month thereafter. Each installment of the initiation fee in non-refundable once paid, however, if you elect to cancel your membership at any time before paying all installments of the initiation fee, you will not be required to pay any installments which are due on or after the date you notify us of your election to cancel your membership. 2. MONTHLY DUES. Your monthly dues are $ ____________, subject to increase as describe in Section 7. You agree to pay on the date of this application, in advance, membership dues for the first and last month of your membership (your first month membership dues will be prorated for the period from the date you join until the end of the month). Thereafter, you agree to pay dues, in advance, on the first day of each month, until your membership is terminated in accordance with the terms of this Agreement. 3. MEMBERSHIP. Your membership is a contractual privilege to use the facilities from time to time offered by the Club to members of your class of membership during the Club's hours of operation. The Club reserves the absolute right to initiate, change or eliminate facilities, services and programs offered from time to time; to initiate, change or eliminate fees for existing or new facilities, services and programs; and to change its hours of operation. Your membership does not entitle you to any interest in the Club or its property and confers no right to participate in the management or operation of the Club. 4. CLASS OF MEMBERSHIP. Your membership class is: __________Individual __________Add On __________Dependent __________Corporate An individual membership is defined as a membership for one person whether married or not. An Add On membership is defined as a membership for one person who is the spouse or domestic partner of an existing member (primary member) paying Individual dues rates of the Club. The Club requires documentation of marital or domestic partnership status. A Dependent membership is defined as a membership for one person who is the dependent, age 15 through 20, of and living at home with two existing Club members. The initiation fee and dues of an Add On or Dependent member are reduced. In the event the primary member terminates his/her membership at the Club or the spousal or domestic partner relationship between two members is terminated, the Add On dues rate will revert to the prevailing Individual dues rate for that membership type. In the event the primary member terminates his/her membership at the Club, Dependents will revert to the prevailing Individual dues rate for that membership type. In the event the primary member and Add On member terminate their memberships at the Club, Dependents will revert to the prevailing Individual dues rate for that membership type. At age 21 (upon 21st birthday), the Dependent dues rate will revert to the prevailing Individual dues rate for that membership type. Dues rates will be adjusted at the end of the prepaid term of membership for annual members

or the next Checkfree collection date for monthly dues members. A Corporate membership is defined as a membership for one person which is purchased in a group of a minimum of five memberships at the same time and the initiation fee and monthly dues are paid by a corporation. The Club requires documentation of employee status. A Corporate membership may be transferred from one designated holder to another onetime per year by providing 30 days advance written notice and upon payment of a transfer fee of $__________. 5. TYPE OF MEMBERSHIP. Your membership type is: ________Executive ________ Health ________Bicoastal _______ One Club Executive members are entitled to use and enjoy the facilities and perquisites of the Club as announced from time to time by the Club. Health members are entitled to use and enjoy the facilities of the Club except the Executive perquisites. 6. USE OF OTHER SPORTS CLUBS. Use of other affiliates of the Club, existing or future, may be restricted or subject to additional fees. Bicoastal members are entitled to use and enjoy the facilities of existing Sports Clubs subject to the restrictions detailed in the above paragraph. One Club members are entitled to use and enjoy the facilities only of the Club at which their membership was purchased, subject to the restrictions detailed in the above paragraph. 7. DUES AND OTHER CHARGES. Except for your initial payment, all initiation fees and monthly dues must be paid through Checkfree electronic funds transfer program on the first day of each month of your membership. Dues for the month in which you join will be prorated and are due in advance at the time of application along with all other amounts then due. If the Club at its sole discretion extends charge privileges to you, you agree to pay all the charges through Checkfree. All Club invoices of any kind are considered due and payable upon receipt. You agree to sign and deliver such further documents as may be necessary to set up the payment of your dues and other charges through Checkfree. You authorize the Club to utilize Checkfree for collection of past due balances. Any change in Checkfree account information must be received by the 10th of the current month in order to charge the new account and prevent charges to the old account in the following month. The Club reserves the right to replace Checkfree with other such electronic funds transfer programs for the collection of your dues and other charges. The Club reserves the absolute right to increase your dues. If any payment of dues or other charges is not made on time, the Club may, but is not obligated to, cancel your membership by giving you notice of such cancellation. You shall immediately surrender your copy of this Agreement and your membership card to the Club. The Club may assess late payment fees and suspend charge privileges. If the Club has to take action to collect any amounts due from you, you agree to pay all costs of such action including, but not limited to, attorney fees, returned check charges, and administrative costs. I HAVE READ, UNDERSTAND AND RECEIVED A COMPLETE COPY OF THIS AGREEMENT, THE EXPRESS ASSUMPTION OF RISK SECTION HEREOF, AND THE BYLAWS OF THE CLUB WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND I AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS. THE LAWS GOVERNING THIS AGREEMENT WILL BE THAT OF THE STATE WHERE THIS AGREEMENT IS EXECUTED.
Print Name: -------------------------------------------------------------------Member's Signature Date: -----------------------------------------------------The Sports Club/LA By: Date: --------------------------------------------------

THREE-DAY RIGHT TO CANCEL. You, the Buyer, may cancel this agreement at any time prior to midnight on the third business day (of the Club) after the date of this agreement, excluding Sundays and holidays. To cancel this agreement, mail or deliver your copy of this agreement and a signed and dated notice, or send a telegram which states that you, the buyer, are canceling this agreement, or words of similar effect. Such notice shall be send to The Sports Club/LA, 1835 Sepulveda Blvd., Los Angeles, CA 90025.

8. CANCELLATION. You can cancel your membership by giving 30 days advance written notification to the Club, surrendering your copy of this Agreement and your membership card, and paying all unpaid dues and other charges owed the Club. Such cancellation shall not be deemed effective until after the expiration of the 30 day notice period, receipt of your copy of this Agreement and your membership card, and all required payments have been made to the Club. You will remain liable for payment of dues for periods prior to the effective cancellation date. If your membership is cancelled and at a later date you elect to rejoin the Club, you will be required to pay the them current initiation fee and dues rate for your class and type of membership. If Member moves farther than 25 miles from the Club, is unable to transfer his or her membership to a comparable facility, and desires to terminate membership, Member may terminate membership immediately by written notice to the Club, and if Member has prepaid any sums for services, so much sum is allocable to periods following termination, less any charges against Member's account, will be promptly refunded. If you cancel your membership in accordance with the terms of this section during a year for which you have prepaid membership dues, the Club will refund your prepaid dues for the membership time not used. Any such refund will not include dues for membership time prior to the date of your cancellation or for the notice period required by this section. No refund will be given for any period of time granted you on a non-cash basis. Any sums due from you at the time of cancellation may be deducted from any refund due to you. Until the Club has been notified of the cancellation of your membership in accordance with the terms of this section, your copy of the Agreement and your membership card have been surrendered, and all required payments have been made in accordance with the terms of this section, dues will continue to be charged to your account thereby reducing any refund of prepaid dues. The Club can cancel your membership at any time for any breach of this Agreement or for any violation of the Bylaws of the Club by giving you notice of such cancellation. The Club can also cancel your membership at any time without cause by giving you notice of such cancellation. If the Club cancels your membership, you must immediately surrender your copy of this Agreement and your membership card. You will remain liable for all unpaid dues owed and any other charges against your account. You will be entitled to a refund of any prepaid dues upon compliance with the conditions described above. No refunds shall be made for membership dues except as specifically provided for in this Agreement. Under no circumstances will refunds of dues be made retroactively due to failure to use the Club facilities. 9. TRANSFERABILITY. Except as provided in the case of Corporate memberships, your membership is nontransferable, non-assignable and non-voting. 10. RELEASE, WAIVER OF LIABILITY & INDEMNIFICATION AGREEMENT. You, on behalf of yourself and any dependent(s), represent and agree as follows: (a) that you understand that the use of the Club's facilities, equipment, services, programs and premises includes an inherent risk of injury to persons and property; (b) that you are in good physical condition and have no disabilities, diseases, illnesses or other conditions that could prevent you from exercising and using the Club's facilities without injuring yourself or impairing your health; and (c) that you have consulted a physician concerning an exercise program that will not expose you to risk of injury or impairment to your health and that your physician has approved your contemplated activities at the Club. You understand that risk of injury includes, but is not limited to, injuries arising from or relating to the use by you or your dependents(s) or others of exercise equipment and machines, locker rooms, spa and other wet areas and other Club facilities; injuries arising from or relating to participation by you or others in supervised and unsupervised activities or programs throughout the Club; injuries and medical disorders arising from or relating to the use of the Club's facilities such as heart attack, stroke, death, heat stress, sprains, strains, broken bones, and torn muscles, tendons and ligaments among others; and accidental injuries occurring anywhere in the Club, including lobbies, hallways, exercise areas, locker rooms, steam rooms, pool areas, Jacuzzis, sauna, and dressing rooms or activities associated with the Club which are carried on anywhere or while you are traveling to or from the Club. Accidental injuries include those caused by you, those caused by other persons and those of a slip and fall nature. If you have any special exercise requirements or limitations, you agree to disclose them to the Club before using the Club's facilities or when seeking help in establishing or carrying on an exercise program. You hereby agree that all exercises and use of Club facilities, equipment and services, programs and premises are undertaken by you at your sole risk. By your execution hereof, you hereby waive all claims which you or any dependent may have hereafter against the Club, and do hereby release the Club on your behalf and on behalf of

8. CANCELLATION. You can cancel your membership by giving 30 days advance written notification to the Club, surrendering your copy of this Agreement and your membership card, and paying all unpaid dues and other charges owed the Club. Such cancellation shall not be deemed effective until after the expiration of the 30 day notice period, receipt of your copy of this Agreement and your membership card, and all required payments have been made to the Club. You will remain liable for payment of dues for periods prior to the effective cancellation date. If your membership is cancelled and at a later date you elect to rejoin the Club, you will be required to pay the them current initiation fee and dues rate for your class and type of membership. If Member moves farther than 25 miles from the Club, is unable to transfer his or her membership to a comparable facility, and desires to terminate membership, Member may terminate membership immediately by written notice to the Club, and if Member has prepaid any sums for services, so much sum is allocable to periods following termination, less any charges against Member's account, will be promptly refunded. If you cancel your membership in accordance with the terms of this section during a year for which you have prepaid membership dues, the Club will refund your prepaid dues for the membership time not used. Any such refund will not include dues for membership time prior to the date of your cancellation or for the notice period required by this section. No refund will be given for any period of time granted you on a non-cash basis. Any sums due from you at the time of cancellation may be deducted from any refund due to you. Until the Club has been notified of the cancellation of your membership in accordance with the terms of this section, your copy of the Agreement and your membership card have been surrendered, and all required payments have been made in accordance with the terms of this section, dues will continue to be charged to your account thereby reducing any refund of prepaid dues. The Club can cancel your membership at any time for any breach of this Agreement or for any violation of the Bylaws of the Club by giving you notice of such cancellation. The Club can also cancel your membership at any time without cause by giving you notice of such cancellation. If the Club cancels your membership, you must immediately surrender your copy of this Agreement and your membership card. You will remain liable for all unpaid dues owed and any other charges against your account. You will be entitled to a refund of any prepaid dues upon compliance with the conditions described above. No refunds shall be made for membership dues except as specifically provided for in this Agreement. Under no circumstances will refunds of dues be made retroactively due to failure to use the Club facilities. 9. TRANSFERABILITY. Except as provided in the case of Corporate memberships, your membership is nontransferable, non-assignable and non-voting. 10. RELEASE, WAIVER OF LIABILITY & INDEMNIFICATION AGREEMENT. You, on behalf of yourself and any dependent(s), represent and agree as follows: (a) that you understand that the use of the Club's facilities, equipment, services, programs and premises includes an inherent risk of injury to persons and property; (b) that you are in good physical condition and have no disabilities, diseases, illnesses or other conditions that could prevent you from exercising and using the Club's facilities without injuring yourself or impairing your health; and (c) that you have consulted a physician concerning an exercise program that will not expose you to risk of injury or impairment to your health and that your physician has approved your contemplated activities at the Club. You understand that risk of injury includes, but is not limited to, injuries arising from or relating to the use by you or your dependents(s) or others of exercise equipment and machines, locker rooms, spa and other wet areas and other Club facilities; injuries arising from or relating to participation by you or others in supervised and unsupervised activities or programs throughout the Club; injuries and medical disorders arising from or relating to the use of the Club's facilities such as heart attack, stroke, death, heat stress, sprains, strains, broken bones, and torn muscles, tendons and ligaments among others; and accidental injuries occurring anywhere in the Club, including lobbies, hallways, exercise areas, locker rooms, steam rooms, pool areas, Jacuzzis, sauna, and dressing rooms or activities associated with the Club which are carried on anywhere or while you are traveling to or from the Club. Accidental injuries include those caused by you, those caused by other persons and those of a slip and fall nature. If you have any special exercise requirements or limitations, you agree to disclose them to the Club before using the Club's facilities or when seeking help in establishing or carrying on an exercise program. You hereby agree that all exercises and use of Club facilities, equipment and services, programs and premises are undertaken by you at your sole risk. By your execution hereof, you hereby waive all claims which you or any dependent may have hereafter against the Club, and do hereby release the Club on your behalf and on behalf of

any dependents, and agree to hold the Club absolutely harmless from all claims, demand, injuries, damages, actions, suits, or causes of action to persons or property, arising out of or in any way connected with you or your dependent's use of the Club facilities, premises, equipment, services or programs, including those arising out of any active or passive negligent act or omission of the Club, except as to such which may arise from the gross negligence or willful misconduct of the Club. You do hereby further agree and do hereby, on behalf or yourself and any dependents, to assume full responsibility for all risks of bodily injury, death or property damage due to the negligent act or omission of the club. If you agree, understand and fully appreciate this Release, Waiver of Liability and Indemnification Agreement, Initial here_______________. 11. LOSS OR THEFT OF MEMBER PROPERTY. The Club is not responsible or lost or stolen articles. You should keep any valuables with you at all times while using the facilities. Storage spaces or lockers do not always protect valuables. Initial_______________. 12. DEATH OR DISABILITY. If, by reason of death or disability, Member is unable to receive all services for which Member has contracted, Member and his or her estate shall be relieved from the obligation or making payments for services other than those received prior to death or the onset of disability. If Member has prepaid any sums for services, so much of said sum as is allocable to services Member has not taken shall be promptly refunded to Member, or to Member's representative. In cases of disability where a retroactive request for refund of dues is made, both the disability and date of onset must be verified in writing by your physician. Requests for retroactive dues refunds due to disability will not be honored for any time period in which your membership account shows utilization of Club facilities. 13. LEAVE OF ABSENCE. The club may, upon your request and at its sole discretion, grant you a leave of absence if you are going to be unable to use the Club for a period to time. Your request must (a) be in writing, (b) be received by the membership office of the Club at least 30 days before the requested leave is to begin, (c) set forth the period requested for the leave of absence (minimum of two months, maximum of six months), (d) state in detail the reason for the requested leave of absence. You must surrender you membership card to the Club before the start of the leave of absence. You agree to pay reduced monthly dues during the leave period at the rate set forth by the Club. The Club will not grant the leave of absence unless you are current on all dues and other charges against your account, and you have not been on a leave of absence at any time during the 24 months before the start of the requested leave of absence. During the leave of absence, you will not be entitled to use any of the facilities, premises, services or programs of any Sports Club. Your membership will be automatically reactivated by the Club at the end of the leave of absence period granted Your card will then be available to you and your access to the Club restored provided you are current on all dues and other charges against your account. In addition to the above conditions, leaves of absence for medical reasons must be accompanied by a physician's note detailing why and for what period of time you will not be able to utilize the Club facilities. At the end of the requested leave period, you must provide a physician's note stating that you are capable of resuming a program of physical exercise. Leaves of absence will not be granted on a retroactive basis. 14. BYLAWS. The Club reserves the absolute right to change the Club's Bylaws. All signs posted in the Club shall be considered part of the Bylaws. Members and their guests shall be bound by the Bylaws of the Club. Bylaws may be revised, supplemented, or amended at the sole discretion of the Club, as deemed necessary for the proper management of the Club. THESE BYLAWS SHALL BE CONSIDERED A PART OF THE MEMBERSHIP AGREEMENT. 15. TIME OF ESSENCE. Time is of the essence of each provision of this Agreement. 16. NOTICE. Any notice required or permitted to be given to you shall be considered duly given when personally delivered to you or mailed to your address as it appears on the Membership Application or as subsequently changed by written notice to the Club. Any notice required or permitted to be given by you to the Club shall be considered duly given only when received in writing by the Membership Office of the Club. 17. SEVERABILITY. If any provision or any part of any provision of this Agreement is held unenforceable, such unenforceability shall not affect the other provisions, or the other parts of such provisions, of this Agreement. 18. STEROID USE. WARNING: USE OF STEROIDS TO INCREASE STRENGTH OR GROWTH CAN

CAUSE SERIOUS HEART PROBLEMS. STEROIDS CAN KEEP TEENAGERS FROM GROWING TO THEIR FULL HEIGHT: THEY CAN ALSO CAUSE HEART DISEASE, STROKE, AND DAMAGE LIVER FUNCTION. MEN AND WOMEN USING STEROIDS MAY DEVELOP FERTILITY PROBLEMS, PERSONALITY CHANGES AND ACNE. MEN CAN ALSO EXPERIENCE PREMATURE BALDING AND DEVELOPMENT OF BREAST TISSUE. THESE HEALTH HAZARDS ARE IN ADDITION TO THE CIVIL AND CRIMINAL PENALTIES FOR UNAUTHORIZED SALE, USE OR EXCHANGE OF ANABOLIC STEROIDS. 19. ENTIRE AGREEMENT AND MODIFICATION. This Agreement when accepted by the Club, will constitute the entire agreement between you and the Club relative to your membership. You acknowledge that no other agreement exists between you and the Club relative to your membership and that no representations, other than those set forth in the Agreement have been made to you to induce you to make this Agreement. Your Agreement with the Club can be modified only in writing, prior to the Club's acceptance of your Agreement, by the Manager of the Club, and can be terminated only as set forth in the Agreement. You, the undersigned, further expressly agree that the foregoing Agreement, including the Release, Waiver of Liability and Indemnification Agreement is intended to be as broad and inclusive as permitted by the laws of the state(s) wherein the Club operates, that it shall apply to any period of membership or any prior or subsequent membership period of yours and / or any dependent, and to any period during which you and / or any dependents use Club facilities. Initial:_______________.

EXHIBIT 10.79 Transition Services Agreement dated December 3, 1999 by and among Registrant and Spectrum Clubs, Inc.

TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of December 3, 1999, by and among The Sports Club Company, Inc., a Delaware corporation ("Parent") and Spectrum Clubs, Inc., a Texas corporation formerly named as Racquetball & Fitness Clubs, Inc. ("Buyer"). Parent and Buyer are referred to herein collectively as the "Parties" and individually as a "Party." WITNESSETH: WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of September 16, 1999, as amended, by and among Buyer, Parent, The Spectrum Club Company, Inc., ("Spectrum"), Canoga/Agoura Spectrum Club, Inc., Spectrum Club Anaheim, El Segundo-TDC, Ltd., and TVE, Inc. (all such entities except Buyer being collectively called the "Sellers" and individually each a "Seller"), Buyer is purchasing from Sellers the stock of Newco (as defined in the Purchase Agreement); and WHEREAS, Buyer desires that, after the Closing, Parent provide to Buyer or an Affiliate of Buyer certain administrative, corporate and other services on a transitional basis; and WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement; NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, during the term of this Agreement as set forth in Section 4 below (the "Transition Period"), Parent shall provide to Buyer or its Affiliates, from the date of this Agreement and for a period of two hundred seventy (270) days thereafter (subject to extension as set forth in Section 4 below), the respective services set forth on Annex A attached hereto (the "Services"). The Services will be provided in the manner, within the time frames and at a level of service consistent with that provided to Sellers by Parent and/or its Affiliates with respect to the Business prior to the

EXHIBIT 10.79 Transition Services Agreement dated December 3, 1999 by and among Registrant and Spectrum Clubs, Inc.

TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of December 3, 1999, by and among The Sports Club Company, Inc., a Delaware corporation ("Parent") and Spectrum Clubs, Inc., a Texas corporation formerly named as Racquetball & Fitness Clubs, Inc. ("Buyer"). Parent and Buyer are referred to herein collectively as the "Parties" and individually as a "Party." WITNESSETH: WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of September 16, 1999, as amended, by and among Buyer, Parent, The Spectrum Club Company, Inc., ("Spectrum"), Canoga/Agoura Spectrum Club, Inc., Spectrum Club Anaheim, El Segundo-TDC, Ltd., and TVE, Inc. (all such entities except Buyer being collectively called the "Sellers" and individually each a "Seller"), Buyer is purchasing from Sellers the stock of Newco (as defined in the Purchase Agreement); and WHEREAS, Buyer desires that, after the Closing, Parent provide to Buyer or an Affiliate of Buyer certain administrative, corporate and other services on a transitional basis; and WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement; NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, during the term of this Agreement as set forth in Section 4 below (the "Transition Period"), Parent shall provide to Buyer or its Affiliates, from the date of this Agreement and for a period of two hundred seventy (270) days thereafter (subject to extension as set forth in Section 4 below), the respective services set forth on Annex A attached hereto (the "Services"). The Services will be provided in the manner, within the time frames and at a level of service consistent with that provided to Sellers by Parent and/or its Affiliates with respect to the Business prior to the date hereof. Such Services shall be provided at the cost specified beside each category of Service on Annex A. Billing and Payment. On the 15th and the last day of each calendar month, Buyer shall pay half of the monthly payment for Services for the coming month. If in connection with performing Services, Parent incurs any direct costs not included in Annex A hereto, Parent shall deliver Buyer monthly invoices for such costs incurred . All invoices shall be paid not later than thirty (30) days following receipt, subject to receiving from Parent, if reasonably requested by Buyer, any appropriate support documentation for such invoices. All payments to Parent shall be made by wire transfer in accordance with written instructions provided by Parent. Without limitation, examples of direct costs include (i) costs of newsletter publication, newspaper advertising, directory listings, public relations agency fees and related print and supplies expenses, (ii) costs for building operations supplies and sundries not maintained at the club level, and (iii) costs of logo wear. Direct costs also include out-of-pocket expenses paid to third parties consistent with past practices for services outside the normal course, which services are incurred solely for Buyer's benefit. Direct costs do not include outsourcing of any function currently performed by personnel of Parent or one of its affiliates. Prior to incurring direct costs in excess of $5,000,

Parent shall obtain written approval from Buyer. Services requiring use of checks issued by Parent or other fund transfers by Parent on behalf of Buyer will be

TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of December 3, 1999, by and among The Sports Club Company, Inc., a Delaware corporation ("Parent") and Spectrum Clubs, Inc., a Texas corporation formerly named as Racquetball & Fitness Clubs, Inc. ("Buyer"). Parent and Buyer are referred to herein collectively as the "Parties" and individually as a "Party." WITNESSETH: WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of September 16, 1999, as amended, by and among Buyer, Parent, The Spectrum Club Company, Inc., ("Spectrum"), Canoga/Agoura Spectrum Club, Inc., Spectrum Club Anaheim, El Segundo-TDC, Ltd., and TVE, Inc. (all such entities except Buyer being collectively called the "Sellers" and individually each a "Seller"), Buyer is purchasing from Sellers the stock of Newco (as defined in the Purchase Agreement); and WHEREAS, Buyer desires that, after the Closing, Parent provide to Buyer or an Affiliate of Buyer certain administrative, corporate and other services on a transitional basis; and WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement; NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, during the term of this Agreement as set forth in Section 4 below (the "Transition Period"), Parent shall provide to Buyer or its Affiliates, from the date of this Agreement and for a period of two hundred seventy (270) days thereafter (subject to extension as set forth in Section 4 below), the respective services set forth on Annex A attached hereto (the "Services"). The Services will be provided in the manner, within the time frames and at a level of service consistent with that provided to Sellers by Parent and/or its Affiliates with respect to the Business prior to the date hereof. Such Services shall be provided at the cost specified beside each category of Service on Annex A. Billing and Payment. On the 15th and the last day of each calendar month, Buyer shall pay half of the monthly payment for Services for the coming month. If in connection with performing Services, Parent incurs any direct costs not included in Annex A hereto, Parent shall deliver Buyer monthly invoices for such costs incurred . All invoices shall be paid not later than thirty (30) days following receipt, subject to receiving from Parent, if reasonably requested by Buyer, any appropriate support documentation for such invoices. All payments to Parent shall be made by wire transfer in accordance with written instructions provided by Parent. Without limitation, examples of direct costs include (i) costs of newsletter publication, newspaper advertising, directory listings, public relations agency fees and related print and supplies expenses, (ii) costs for building operations supplies and sundries not maintained at the club level, and (iii) costs of logo wear. Direct costs also include out-of-pocket expenses paid to third parties consistent with past practices for services outside the normal course, which services are incurred solely for Buyer's benefit. Direct costs do not include outsourcing of any function currently performed by personnel of Parent or one of its affiliates. Prior to incurring direct costs in excess of $5,000,

Parent shall obtain written approval from Buyer. Services requiring use of checks issued by Parent or other fund transfers by Parent on behalf of Buyer will be provided only to the extent funded by a Buyer account or to the extent that Buyer provides Parent with immediately available funds prior to Parent's issuance of the check or the fund transfer, as the case may be. Validity of Documents. The Parties shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented in connection with this Agreement unless such document, instrument or other writing appears on its face to be fraudulent, false or forged.

Parent shall obtain written approval from Buyer. Services requiring use of checks issued by Parent or other fund transfers by Parent on behalf of Buyer will be provided only to the extent funded by a Buyer account or to the extent that Buyer provides Parent with immediately available funds prior to Parent's issuance of the check or the fund transfer, as the case may be. Validity of Documents. The Parties shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented in connection with this Agreement unless such document, instrument or other writing appears on its face to be fraudulent, false or forged. Term of Agreement. The term of this Agreement shall commence on the date hereof and shall continue (unless sooner terminated pursuant to the terms hereof) for a period of 270 days; provided that by written notice at least thirty (30) business days prior to the 270th day, Buyer may request (on a per Service basis) the continuation of all or any portion of the Services for up to an additional 90 days. If Buyer requests continuation of a Service for less than 90 days, Buyer may later extend such request up to the full 90 days or any part thereof. Any period during which Buyer requests continuation after the 270th day is called the "Continuation Period"). Partial Termination. Any or all of the Services provided hereunder are terminable at any time by Buyer on thirty (30) business days prior written notice to Parent. Even if a particular Service is terminated by Buyer, Parent will continue to interact with and provide access to Buyer to the extent that Services still being provided are related to the terminated Service. For example, if Buyer terminates payroll services but is still receiving human resources services from Parent, Parent will continue to allow Buyer's payroll department to interact with Parent's human resources department to the extent necessary to allow both Services to function smoothly. Access. With respect to each Service provided by Parent or any of its Affiliates hereunder, Buyer and Parent shall provide the other Party and its personnel with access to the equipment, office and storage space and systems relating to such Service during normal business hours for the term of this Agreement to the extent reasonably required in connection with the provision of such Services hereunder; provided that such access shall be supervised by the appropriate personnel of the Parties and shall be done in a manner so as to minimize the interruption of the Parties' normal business operations. Assignment. This Agreement shall not be assignable in whole or in part by any Party hereto, nor may a Party delegate performance of its obligations hereunder, without the prior written consent of the other Parties hereto, such consent not to be unreasonably withheld in the case of a proposed transfer/delegation to an Affiliate (with consideration given, in the case of a proposed assignment/delegation by Parent, to whether the assignee/delegate has the personnel available to perform the Services). Buyer may also assign its interest in this Agreement to the extent that assignments of contract rights are required by Buyer's lenders as security, to Buyer's lenders. Subject to the foregoing, this Agreement shall be binding on, and shall inure to the benefit of and be enforceable by, the Parties and their respective successors, permitted assigns and legal representatives. Confidentiality. Each Party shall cause each of its Affiliates and each of their respective officers, directors, employees, consultants and agents to hold all information relating to the business of the other Parties disclosed to it by reason of this Agreement confidential and will not disclose any of such information to any person or entity unless legally compelled to disclose such information, provided, however, that to the extent that any of them may become so legally

compelled they may only disclose such information if they shall first have used reasonable efforts to, and, if practicable, shall have afforded the other Parties the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Indemnification. Except with respect to claims by Buyer against Parent for breach of this Agreement, Buyer agrees to indemnify and hold harmless Parent and each of its Affiliates and Representatives (the "Parent

compelled they may only disclose such information if they shall first have used reasonable efforts to, and, if practicable, shall have afforded the other Parties the opportunity to, obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be so disclosed. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Indemnification. Except with respect to claims by Buyer against Parent for breach of this Agreement, Buyer agrees to indemnify and hold harmless Parent and each of its Affiliates and Representatives (the "Parent Indemnified Parties") to the fullest extent lawful, harmless from and against any and all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys' fees) and expenses (including without limitation costs and expenses incurred in connection with investigation, preparing, pursuing or defending against any of the foregoing) (collectively "Losses"), as incurred, relating to, based on or arising out of the performance by the Parent Indemnified Parties of the duties of Parent hereunder, provided that Buyer shall not be liable to any Parent Indemnified Party for any Losses to the extent that such Losses are caused by the breach of this Agreement by an Indemnified Party or by the negligence or willful misconduct of a Parent Indemnified Party. Except with respect to claims by Parent against Buyer for breach of this Agreement, Parent agrees to indemnify and hold harmless Buyer and each of its Affiliates and Representatives (the "Buyer Indemnified Parties") to the fullest extent lawful, harmless from and against any and all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys' fees) and expenses (including without limitation costs and expenses incurred in connection with investigation, preparing, pursuing or defending against any of the foregoing) (collectively "Losses"), as incurred, relating to, based on or arising out of the breach of this Agreement by Parent or Parent's negligence or willful misconduct, provided that Parent shall not be liable to any Buyer Indemnified Party for any Losses to the extent that such Losses are caused by the breach of this Agreement by any Buyer Indemnified Party or by the negligence or willful misconduct of a Buyer Indemnified Party. Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same Agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Notices. Unless otherwise indicated herein, all notices, requests, demands or other communications to Parent and Buyer shall be deemed to have been given or made three business days after being deposited in the mails, registered or certified mail, return receipt requested, postage prepaid, or when delivered by means of overnight delivery service or messenger, addressed to the Party to be notified, or by facsimile to Parent or Buyer at the following address:
To Parent: The Sports Club Company, Inc. 11100 Santa Monica Boulevard Suite 300 Los Angeles, CA 90025-3384 Attention: John Gibbons Fax No. (310) 479-5740 Kinsella, Boesch, Fujikawa & Towle, LLP 1901 Avenue of the Stars Los Angeles, CA 90067

Copy to:

Attention: Ronald K. Fujikawa, Esq. Fax No. (310) 284-6018 To Buyer: Racquetball & Fitness Clubs, Inc. c/o Brentwood Associates 11150 Santa Monica Boulevard Los Angeles, CA 90025 Attention: Edward McCall Fax No.: (310) 477-1011 Latham & Watkins 633 West 5th Street

Copy to:

Attention: Ronald K. Fujikawa, Esq. Fax No. (310) 284-6018 To Buyer: Racquetball & Fitness Clubs, Inc. c/o Brentwood Associates 11150 Santa Monica Boulevard Los Angeles, CA 90025 Attention: Edward McCall Fax No.: (310) 477-1011 Latham & Watkins 633 West 5th Street Los Angeles, CA 90071 Attention: Elizabeth A. Blendell, Esq. Fax No.: (213) 891-8763

Copy to:

Modification, Nonwaiver, Severability. Neither this Agreement nor any part hereof may be changed, altered or amended orally. Any modification must be by written instrument signed by Parent and Buyer. Failure by any Party to exercise promptly any right granted herein or to require strict performance of any obligation imposed hereunder shall not be deemed a waiver of such right. If any provision of this Agreement is held ineffective for any reason, the other provisions shall remain effective. Interpretation. The headings and captions contained in this Agreement and in Annex A attached hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The use of the word "including" herein shall mean "including without limitation." No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any person or entity. Entire Agreement. This Agreement (including Annex "A" hereto) and the Purchase Agreement contain the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter. Relationship of Parties. Except as specifically provided herein, none of the Parties shall act or represent or hold itself out as having authority to act as an agent or partner of any other Party, or in any way bind or commit any other Party to any obligations. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. Attorneys' Fees. If either Party shall initiate any Action to enforce or interpret any term or provisions hereof, the Party prevailing in such Action shall be entitled to its reasonable attorneys' fees and disbursements from the nonprevailing party.

IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed by their duly authorized representatives as of the date and year first set forth above. THE SPORTS CLUB COMPANY, INC.
By: /s/ John M. Gibbons --------------------------------Title: Chief Executive Officer

SPECTRUM CLUBS, INC., f/k/a RACQUETBALL & FITNESS CLUBS, INC.
By: /s/ Anthony Choe

IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed by their duly authorized representatives as of the date and year first set forth above. THE SPORTS CLUB COMPANY, INC.
By: /s/ John M. Gibbons --------------------------------Title: Chief Executive Officer

SPECTRUM CLUBS, INC., f/k/a RACQUETBALL & FITNESS CLUBS, INC.
By: /s/ Anthony Choe --------------------------------Title: Secretary for the buyer

ANNEX A TO TRANSITION SERVICES AGREEMENT For purposes of this Annex A, the first "month" of this Annex A shall begin on the Closing Date and end on the day immediately preceding the next month's anniversary of the Closing Date, and each succeeding "month" shall be determined in like manner. (For example, if the Closing Date were September 28, 1999, the first "month" would run from September 28, 1999 through October 27, 1999, and the next month would run from October 28, 1999 through November 27, 1999). With respect to all Services, the services and fees set forth below include transfer of records and data relating to such service and transitioning of such service to Buyer as and when reasonably requested by Buyer. The only additional charges for transitioning will be mutually agreed on if Parent is required to perform services outside those that would have been expected in transitioning the Services to Buyer if all the transitioning had occurred at the closing of the transaction or if Buyer materially changes the operation of the Business (including without limitation by the opening of additional clubs). All Services are to be provided to the same extent and in the same manner as provided to the Spectrum Clubs prior to the date of this Agreement, except that Services will also be provided in such manner to the Anaheim and Puente Hills Spectrum Clubs as and to the extent such clubs become operational. Set forth below are examples and illustrations of Services, but they are not intended to be exhaustive, and any services falling within the categories below are intended to be covered by this Agreement. 1. HUMAN RESOURCES. $10,360 per month ($14,504 per month during Continuation Period) - Prepare affirmative action plans, manage Department of Labor compliance audits, provide on-site compliance support, investigate allegations of harassment and/or discrimination, establish policies on allegations, assist in grievance resolution, providing benefit administration. - Administer benefit plans for employees of Buyer, including 401(k) plan, dental, life and medical insurance, vacation and other similar plans; prepare and file (or deliver to Buyer in a timely fashion for filing) required government reports (including plan 5500's); maintain benefit plan accounting and administrative information. - Administer workers compensation claims of Buyer, including interface with insurance providers. - Provide services relating to labor relations, labor dispute resolution, employee contract negotiations, EEO compliance, and workplace issues management. - Conduct periodic human resource-related training for Buyer's employees, including health and safety seminars

ANNEX A TO TRANSITION SERVICES AGREEMENT For purposes of this Annex A, the first "month" of this Annex A shall begin on the Closing Date and end on the day immediately preceding the next month's anniversary of the Closing Date, and each succeeding "month" shall be determined in like manner. (For example, if the Closing Date were September 28, 1999, the first "month" would run from September 28, 1999 through October 27, 1999, and the next month would run from October 28, 1999 through November 27, 1999). With respect to all Services, the services and fees set forth below include transfer of records and data relating to such service and transitioning of such service to Buyer as and when reasonably requested by Buyer. The only additional charges for transitioning will be mutually agreed on if Parent is required to perform services outside those that would have been expected in transitioning the Services to Buyer if all the transitioning had occurred at the closing of the transaction or if Buyer materially changes the operation of the Business (including without limitation by the opening of additional clubs). All Services are to be provided to the same extent and in the same manner as provided to the Spectrum Clubs prior to the date of this Agreement, except that Services will also be provided in such manner to the Anaheim and Puente Hills Spectrum Clubs as and to the extent such clubs become operational. Set forth below are examples and illustrations of Services, but they are not intended to be exhaustive, and any services falling within the categories below are intended to be covered by this Agreement. 1. HUMAN RESOURCES. $10,360 per month ($14,504 per month during Continuation Period) - Prepare affirmative action plans, manage Department of Labor compliance audits, provide on-site compliance support, investigate allegations of harassment and/or discrimination, establish policies on allegations, assist in grievance resolution, providing benefit administration. - Administer benefit plans for employees of Buyer, including 401(k) plan, dental, life and medical insurance, vacation and other similar plans; prepare and file (or deliver to Buyer in a timely fashion for filing) required government reports (including plan 5500's); maintain benefit plan accounting and administrative information. - Administer workers compensation claims of Buyer, including interface with insurance providers. - Provide services relating to labor relations, labor dispute resolution, employee contract negotiations, EEO compliance, and workplace issues management. - Conduct periodic human resource-related training for Buyer's employees, including health and safety seminars at the clubs operated by Buyer. - Maintain human resources systems. - Deliver Buyer's employee files to Buyer at any time upon Buyer's request, provided that Parent may retain copies of such files for its records. - Administer paperwork and processes related to hiring and termination of Buyer's employees, including processes required to update payroll accounts. - Maintain master file/database of employees. - Provide all training programs, manuals and other materials and services used to train employees in the same manner as prior to the date of this Agreement. - Use the same degree of care as used in Parent's business to notify Buyer of any changes in applicable laws and regulations relating to employees, including without limitation wages and hours, job posting, "right to know" and safety. 2. CHILD CARE $1,498 per month ($2,097 per month during Continuation Period)

- Administer and supervise child care programs and services at Spectrum Clubs in the same manner as prior to this Agreement.

- Inform Buyer as to applicable legal requirements related to child care and prepare and file with governmental authorities any necessary paperwork so that relevant employees maintain licenses, bonds and otherwise comply with such requirements. 3. FITNESS $1,428 per month ($1,999 per month during Continuation Period) - Assist with fitness equipment purchasing programs in place. - Provide supervision and administration of all fitness and group exercise functions. - Assist in maintaining all staffing levels and standard in place prior to date of this Agreement. 4. PAYROLL $3,300 per month ($4,620 per month during Continuation Period) - Provide payroll processing services for hourly and salaried employees of Buyer (e.g. input data, process payroll, distribute paychecks, provide compensation system development and support, maintain compensation database, process payroll taxes and reports, issue W-2 forms, submit required information and contributions to third-party benefit plan record-keeper or plan administrators, reconcile with general ledger, and maintain applicable supporting records and documentation). - Administer and update Ceridian software at the club level. - Provide semi-monthly summary of Ceridian payroll run to Buyer for approval prior to release of payroll checks. (Buyer shall be responsible for turnaround in time for payroll to be timely paid.) - Provide software updates and interfaces as necessary between Ceridian payroll systems and Solomon general ledger software (or other systems and software used by Parent). - Maintain interface with Kronos time-clock system as necessary. - Notify Buyer regarding any change in laws or regulations governing wages and hours, overtime and similar items with respect to employee compensation. - Reconcile payroll checkbook within 30 days after receipt of bank statement. 5. ACCOUNTS PAYABLE $2,782 per month ($3,894 per month during Continuation Period) - Process vendor payments. - Maintain and upgrade all software and interfaces with Solomon general ledger system. - Maintain all functions necessary to interface with purchasing services. - Maintain payment records in accordance with GAAP. - Produce 1099 forms. - Maintain A/P Vendor information with either SSN or Employer ID for all contractors. - Deliver to Buyer the vendor files at any time upon Buyer's request. - Maintain check stock, signature stamps, MICR cartridges or any other signing device in a safe and secure environment.

- Inform Buyer as to applicable legal requirements related to child care and prepare and file with governmental authorities any necessary paperwork so that relevant employees maintain licenses, bonds and otherwise comply with such requirements. 3. FITNESS $1,428 per month ($1,999 per month during Continuation Period) - Assist with fitness equipment purchasing programs in place. - Provide supervision and administration of all fitness and group exercise functions. - Assist in maintaining all staffing levels and standard in place prior to date of this Agreement. 4. PAYROLL $3,300 per month ($4,620 per month during Continuation Period) - Provide payroll processing services for hourly and salaried employees of Buyer (e.g. input data, process payroll, distribute paychecks, provide compensation system development and support, maintain compensation database, process payroll taxes and reports, issue W-2 forms, submit required information and contributions to third-party benefit plan record-keeper or plan administrators, reconcile with general ledger, and maintain applicable supporting records and documentation). - Administer and update Ceridian software at the club level. - Provide semi-monthly summary of Ceridian payroll run to Buyer for approval prior to release of payroll checks. (Buyer shall be responsible for turnaround in time for payroll to be timely paid.) - Provide software updates and interfaces as necessary between Ceridian payroll systems and Solomon general ledger software (or other systems and software used by Parent). - Maintain interface with Kronos time-clock system as necessary. - Notify Buyer regarding any change in laws or regulations governing wages and hours, overtime and similar items with respect to employee compensation. - Reconcile payroll checkbook within 30 days after receipt of bank statement. 5. ACCOUNTS PAYABLE $2,782 per month ($3,894 per month during Continuation Period) - Process vendor payments. - Maintain and upgrade all software and interfaces with Solomon general ledger system. - Maintain all functions necessary to interface with purchasing services. - Maintain payment records in accordance with GAAP. - Produce 1099 forms. - Maintain A/P Vendor information with either SSN or Employer ID for all contractors. - Deliver to Buyer the vendor files at any time upon Buyer's request. - Maintain check stock, signature stamps, MICR cartridges or any other signing device in a safe and secure environment. - Deliver to Buyer check stock at any time upon Buyer's request. - Maintain existing checks and balances with regards to Purchase Orders, Invoices, Payments, as well as routine audits of these controls.

- Prepare and mail checks on Buyer's behalf of open invoices to maintain good credit and to take advantage of available vendor discounts (checks to be drawn on Buyer's account). - Reconcile accounts payable checkbook within 30 days after receipt of bank statement. 6. PURCHASING $4,472 per month ($6,260 per month during Continuation Period) - Provide detailed accounting of purchases, costs and allocation of supplies. - Maintain all existing methods of allocating purchases in place prior to the date of this Agreement. - Provide purchasing functions on a "most favored nations" basis vis-a-vis Parent's Sports Club operations, including negotiation of vendor contracts. - Maintain forms inventory.

- Oversee mail, messenger and courier services. - Coordinate and arrange for purchases of office and club supplies and needs of building operations department. - Process orders and payments, maintain accurate records and obtain approval of Buyer for any capital purchases. 7. MIS $6,338 per month ($8,873 per month during Continuation Period) - Maintain EDP hardware and software. - Provide membership database queries to Buyer. - Provide modifications and programming assistance with all software and hardware. - Process monthly EFT's. - Provide backup program and data files so that Facilities can properly backup program and data files at the Facilities. - Licensing fees for separate Ceridian systems is deemed an extra direct cost to be borne by Buyer. 8. ACCOUNTING $11,022 per month ($15,430 per month during Continuation Period) - Assist Spectrum Club controllers in preparing monthly, quarterly and year-end income statements on a club-byclub basis. - Assist Spectrum Club controllers with general ledger maintenance and control (separate from Seller's ongoing business and other assets) including monthly general ledger closings and reconciliation of bank account and general ledger account balances; prepare reconciliation for all subsidiary systems, including but not limited to accounts receivable, accounts payable, inventory, fixed assets and unsettled liability. - Assist Spectrum Club controllers in preparing flash (daily) and weekly operating results. - Provide monthly fixed asset, marketing, promotions and inventory reporting. - Provide accounts payable processing in the normal course of business, including marketing programs and purchases. - Maintain capital asset records, updating for additions, retirements, depreciation and other transactions. Make capital asset general ledger entries.

- Oversee mail, messenger and courier services. - Coordinate and arrange for purchases of office and club supplies and needs of building operations department. - Process orders and payments, maintain accurate records and obtain approval of Buyer for any capital purchases. 7. MIS $6,338 per month ($8,873 per month during Continuation Period) - Maintain EDP hardware and software. - Provide membership database queries to Buyer. - Provide modifications and programming assistance with all software and hardware. - Process monthly EFT's. - Provide backup program and data files so that Facilities can properly backup program and data files at the Facilities. - Licensing fees for separate Ceridian systems is deemed an extra direct cost to be borne by Buyer. 8. ACCOUNTING $11,022 per month ($15,430 per month during Continuation Period) - Assist Spectrum Club controllers in preparing monthly, quarterly and year-end income statements on a club-byclub basis. - Assist Spectrum Club controllers with general ledger maintenance and control (separate from Seller's ongoing business and other assets) including monthly general ledger closings and reconciliation of bank account and general ledger account balances; prepare reconciliation for all subsidiary systems, including but not limited to accounts receivable, accounts payable, inventory, fixed assets and unsettled liability. - Assist Spectrum Club controllers in preparing flash (daily) and weekly operating results. - Provide monthly fixed asset, marketing, promotions and inventory reporting. - Provide accounts payable processing in the normal course of business, including marketing programs and purchases. - Maintain capital asset records, updating for additions, retirements, depreciation and other transactions. Make capital asset general ledger entries. - Maintain and support all existing systems and provide systems programming time; provide system trouble shooting services (including after business hours) consistent with current practice. - Provide financial and management reports in formats used as of the date of this Agreement, including but not limited to all membership, pricing, and dues grid information. - Assist in preparation of tax returns and state annual reports; provide other tax consultation to the extent currently performed in-house. - Provide Buyer with real time access to all systems from Buyer's corporate headquarters, including access to all archived data or information on paper, as long as it doesn't disrupt normal operation. - Cooperate with respect to any audits of Buyer's financial records and other information reasonably requested by auditors, lenders or other persons or entities designated by Buyer, at Buyer's reasonable request. - Assist with conversion of and provide export files of pertinent accounting files, including budgets, history,

payroll, human resources and accounts receivable. - Maintain EDP hardware and software. - Prepare financial statements in accordance with GAAP using methods as directed by Buyer. - Oversee EFT processing. - Provide technical support and process assistance for Buyer's budget preparation. 9. DEVELOPMENT $0 per month ($0 per month during the Continuation Period) - Perform responsibilities customary for general contractor and real estate developers with respect to existing projects at Anaheim, Thousand Oaks, Canoga Park and Puente Hills. - Oversee construction projects undertaken at Manhattan Beach. 10. MARKETING $5,438 per month ($7,613 per month during Continuation Period)

- Provide marketing, advertising, graphics, printing and production services. - Meet deadlines for placement of advertising and production of all collateral materials. 11. BUILDING OPERATIONS $15,474 per month ($21,663 per month during Continuation Period) - Oversee facilities and building operations managers. - Repair equipment and club facilities. - Manage third-party service providers. - Maintain detailed, item-by-item inventory of equipment (provided that Buyer notifies personnel responsible for this if Buyer uses its own personnel and equipment to move inventory). 12. RETAIL $722 per month ($1,010 per month during Continuation Period) - Provide oversight of the retail operations (kiosks) at Spectrum Clubs. - Supply logo wear on same terms as prior to the date of this Agreement (direct cost of such logo wear is billable to Buyer). 13. MISCELLANEOUS (no charge unless specifically noted below) - Provide laundry services to the extent and expense currently provided to any Spectrum Club (e.g. Howard Hughes) at the same charge as existing in historical financial statements. - Provide assistance in obtaining licenses and permits necessary to operate the Spectrum Clubs in substantially the same manner as operated prior to the date of this Agreement at an hourly rate of $60 per hour. Provide assistance in reviewing such licenses and permits that expire during the term of this Agreement for no charge. - Implement fitness equipment purchases already included in capital budget. - Supply Buyer's requirements for PTS (Private Trainer Systems) branded nutritional products or any successor or replacement products offered by Parent or any of its subsidiaries in the operation of the Sports Clubs, at a pass-through (e.g. no markup) of Parent's cost for the same product. - Provide Special projects (e.g. management of "Member Appreciation Days") at the request of Buyer at a fee

- Provide marketing, advertising, graphics, printing and production services. - Meet deadlines for placement of advertising and production of all collateral materials. 11. BUILDING OPERATIONS $15,474 per month ($21,663 per month during Continuation Period) - Oversee facilities and building operations managers. - Repair equipment and club facilities. - Manage third-party service providers. - Maintain detailed, item-by-item inventory of equipment (provided that Buyer notifies personnel responsible for this if Buyer uses its own personnel and equipment to move inventory). 12. RETAIL $722 per month ($1,010 per month during Continuation Period) - Provide oversight of the retail operations (kiosks) at Spectrum Clubs. - Supply logo wear on same terms as prior to the date of this Agreement (direct cost of such logo wear is billable to Buyer). 13. MISCELLANEOUS (no charge unless specifically noted below) - Provide laundry services to the extent and expense currently provided to any Spectrum Club (e.g. Howard Hughes) at the same charge as existing in historical financial statements. - Provide assistance in obtaining licenses and permits necessary to operate the Spectrum Clubs in substantially the same manner as operated prior to the date of this Agreement at an hourly rate of $60 per hour. Provide assistance in reviewing such licenses and permits that expire during the term of this Agreement for no charge. - Implement fitness equipment purchases already included in capital budget. - Supply Buyer's requirements for PTS (Private Trainer Systems) branded nutritional products or any successor or replacement products offered by Parent or any of its subsidiaries in the operation of the Sports Clubs, at a pass-through (e.g. no markup) of Parent's cost for the same product. - Provide Special projects (e.g. management of "Member Appreciation Days") at the request of Buyer at a fee equal to the Seller's hourly wage rate for the individual providing the service. - Assist in preparing sales tax returns. - Transfer calls and otherwise refer inquiries and contacts from vendors, customers, members, etc. to Buyer.

EXHIBIT 21.1 Subsidiaries

SUBSIDIARY ---------TVE, Inc. (Inactive) SCC Development Company The Sports Connection Holding Company SCC California, Inc.

FORM ---Corporation Corporation Corporation Corporation

OWNER ----The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc.

EXHIBIT 21.1 Subsidiaries

SUBSIDIARY ---------TVE, Inc. (Inactive) SCC Development Company The Sports Connection Holding Company SCC California, Inc. Sports Club, Inc. of California Pontius Realty, Inc. Irvine Sports Club, Inc. The SportsMed Company, Inc. SCC Sports Club, Inc. (Inactive) L.A./Irvine Sports Clubs, Ltd. Talla New York, Inc. Reebok-Sports Club/NY El Segundo-TDC, Ltd.

FORM ---Corporation Corporation Corporation Corporation Corporation Corporation Corporation Corporation Corporation Partnership Corporation Partnership Partnership

OWNER ----The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. Sports Club, Inc. of California Sports Club, Inc. of California Talla New York, Inc. SCC California, Inc. Pontius Realty, Inc. Sports Club, Inc. of California The Sports Club Company, Inc. SCC California, Inc. El Segundo-TDC, Ltd. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. Health Fitness Organization of America, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc.

Sports Connection ES/MB

Partnership

SCC Nevada, Inc. SF Sports Club, Inc. Washington D.C. Sports Club, Inc. HFA Services, Inc.

Corporation Corporation Corporation Corporation

Sepulveda Realty and Development Co. Inc. SCC Realty Company SCC Liquidating Company NY Sports Club, Inc.

Corporation Corporation Corporation Corporation

EXHIBIT 23.1 Consent of KPMG LLP

Independent Auditors' Consent The Board of Directors The Sports Club Company, Inc. We consent to incorporation by reference in the Registration Statement (No. 333-26421) on Form S-8 and the

SUBSIDIARY ---------TVE, Inc. (Inactive) SCC Development Company The Sports Connection Holding Company SCC California, Inc. Sports Club, Inc. of California Pontius Realty, Inc. Irvine Sports Club, Inc. The SportsMed Company, Inc. SCC Sports Club, Inc. (Inactive) L.A./Irvine Sports Clubs, Ltd. Talla New York, Inc. Reebok-Sports Club/NY El Segundo-TDC, Ltd.

FORM ---Corporation Corporation Corporation Corporation Corporation Corporation Corporation Corporation Corporation Partnership Corporation Partnership Partnership

OWNER ----The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. Sports Club, Inc. of California Sports Club, Inc. of California Talla New York, Inc. SCC California, Inc. Pontius Realty, Inc. Sports Club, Inc. of California The Sports Club Company, Inc. SCC California, Inc. El Segundo-TDC, Ltd. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. Health Fitness Organization of America, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc. The Sports Club Company, Inc.

Sports Connection ES/MB

Partnership

SCC Nevada, Inc. SF Sports Club, Inc. Washington D.C. Sports Club, Inc. HFA Services, Inc.

Corporation Corporation Corporation Corporation

Sepulveda Realty and Development Co. Inc. SCC Realty Company SCC Liquidating Company NY Sports Club, Inc.

Corporation Corporation Corporation Corporation

EXHIBIT 23.1 Consent of KPMG LLP

Independent Auditors' Consent The Board of Directors The Sports Club Company, Inc. We consent to incorporation by reference in the Registration Statement (No. 333-26421) on Form S-8 and the Registration Statement (No. 333-38459) on Form S-3 of The Sports Club Company, Inc. of our report dated February 25, 2000, relating to the balance sheets of The Sports Club Company, Inc. as of December 31, 1998 and 1999, and the related statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 10-K of The Sports Club Company, Inc.

EXHIBIT 23.1 Consent of KPMG LLP

Independent Auditors' Consent The Board of Directors The Sports Club Company, Inc. We consent to incorporation by reference in the Registration Statement (No. 333-26421) on Form S-8 and the Registration Statement (No. 333-38459) on Form S-3 of The Sports Club Company, Inc. of our report dated February 25, 2000, relating to the balance sheets of The Sports Club Company, Inc. as of December 31, 1998 and 1999, and the related statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 10-K of The Sports Club Company, Inc. KPMG LLP Los Angeles, California March 28, 2000

ARTICLE 5 MULTIPLIER: 1,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 1 53,060 24,436 2,491 342 1,355 83,341 131,832 12,873 223,553 23,833 0 0 0 209 97,478 223,553 87,325 87,325 60,528 60,528 18,471 0 5,991 3,669 1,460 2,209 0 0 899 1,310

Independent Auditors' Consent The Board of Directors The Sports Club Company, Inc. We consent to incorporation by reference in the Registration Statement (No. 333-26421) on Form S-8 and the Registration Statement (No. 333-38459) on Form S-3 of The Sports Club Company, Inc. of our report dated February 25, 2000, relating to the balance sheets of The Sports Club Company, Inc. as of December 31, 1998 and 1999, and the related statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 10-K of The Sports Club Company, Inc. KPMG LLP Los Angeles, California March 28, 2000

ARTICLE 5 MULTIPLIER: 1,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 1 53,060 24,436 2,491 342 1,355 83,341 131,832 12,873 223,553 23,833 0 0 0 209 97,478 223,553 87,325 87,325 60,528 60,528 18,471 0 5,991 3,669 1,460 2,209 0 0 899 1,310 .07 .07

ARTICLE 5 MULTIPLIER: 1,000 CURRENCY: U.S. DOLLARS

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 1 53,060 24,436 2,491 342 1,355 83,341 131,832 12,873 223,553 23,833 0 0 0 209 97,478 223,553 87,325 87,325 60,528 60,528 18,471 0 5,991 3,669 1,460 2,209 0 0 899 1,310 .07 .07