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                                                                   EXHIBIT 10.76

                              Exchange Certificate


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(Face of Security)

Unless and until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the Depository Trust
Company (the "Depository") to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository. Unless this certificate is presented by an authorized
representative of the Depository to the Company or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as may be requested by an authorized
representative of Depository (and any payment hereon is made to Cede & Co. or
such other entity as may be requested by an authorized representative of
Depository), any transfer, pledge or other use hereof for value or otherwise by
or to any person is wrongful inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.

The holder of this Security by its acceptance hereof agrees to offer, sell or
otherwise transfer such Security, prior to the date which is two years (or such
other period that may hereafter be provided under Rule 144(k) as permitting
resales of restricted Securities by non-affiliates without restriction) after
the later of the original issue date hereof and the last date on which the
Company or any affiliate of the Company was the owner of this Security (or any
predecessor of such Security) only (A) to the Company, (B) pursuant to a
Registration Statement which has been declared effective under the Securities
Act, (C) for so long as the Notes are eligible for resale pursuant to Rule 144A
under the Securities Act, to a person it reasonably believes is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that the transfer is being made in reliance on
Rule 144A, (D) to an institutional "accredited investor" within the meaning of
subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that
is acquiring the Security for its own account, or for the account of such an
institutional "accredited investor," for investment purposes and not with a view
to, or for offer or sale in connection with, any distribution in violation of
the Securities Act or (E) pursuant to another available exemption from the
registration requirements of the Securities Act, subject to the Company's and
the Trustee's right prior to any such offer, sale or transfer pursuant to
clauses (D) or (E) to require the delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them, and in each
of the foregoing cases, a certificate of transfer in the form appearing on this
Note is completed and delivered by the transferor to the Trustee.



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                          THE SPORTS CLUB COMPANY INC.
                  11 3/8% SERIES B SENIOR SECURED NOTE DUE 2006

No. G-1                                                             $100,000,000
CUSIP NO. 84917P-AC-4

        The Sports Club Company, Inc., a Delaware corporation (the "Company"),
as obligor, for value received promises to pay to Cede & Co. or registered
assigns, the principal sum of One Hundred Million Dollars on March 15, 2006.

        Interest Payment Dates: March 15 and September 15 of each year,
commencing on September 15, 1999 and on the maturity date.

        Record Dates: March 1 and September 1 (regardless of whether a Business
Day) of each year, commencing on September 1, 1999.

        Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


        IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Dated:  June __, 1999                       THE SPORTS CLUB COMPANY, INC.


Attest: /s/ Lois Barberio                   By: /s/ John M. Gibbons
        --------------------------              --------------------------------
        Lois Barberio                           John M. Gibbons
        Secretary                               President


This is one of the 11 3/8% Series B Senior Secured Notes due 2006 referred to in
the within-mentioned Indenture:


Authenticated:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee



By: /s/ Richard Prokosch
    ---------------------------
    Authorized Signatory