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                                                                     EXHIBIT 4.8


                       THIRD AMENDMENT TO RIGHTS AGREEMENT


        This Third Amendment to Rights Agreement is made and entered into as of
the 27th day of April, 2000, and amends that certain agreement entered into by
and between The Sports Club Company, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Company, a New York corporation (the
"Rights Agent"), dated as of October 6, 1998, as amended by the First Amendment
to Rights Agreement dated as of February 18, 1999 and the Second Amendment to
Rights Agreement dated as of July 2, 1999 (as so amended, the "Rights
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Rights Agreement.


                                 R E C I T A L S


        WHEREAS, the Board of Directors of the Company (the "Board") on
September 29, 1998 authorized and declared a dividend of one preferred share
purchase right for each Common Share of the Company outstanding on October 6,
1998, each Right representing the right to purchase one five-hundredth of a
Preferred Share upon the terms and subject to the conditions set forth in the
Rights Agreement, and further authorized and directed the issuance of one Right
with respect to each Common Share that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the Redemption Date or
the Expiration Date;

        WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement as of October 6, 1998;

        WHEREAS, the Rights Agreement was amended by the First Amendment to
Rights Agreement as of February 18, 1999;

        WHEREAS, the Rights Agreement was amended by the Second Amendment to
Rights Agreement as of July 2, 1999;

        WHEREAS, it has been proposed that the Company amend the Rights
Agreement as set forth herein; and

        WHEREAS, the Board has determined that it is in the best interests of
the Company and its stockholders to amend the Rights Agreement as set forth
herein;

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                                A G R E E M E N T


        NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto hereby agree as follows:

        1. The definitions of "Beneficial Owner" and "Beneficially Own" set
forth in Section 1 of the Rights Agreement are hereby amended by adding the
following as the last paragraph thereof:

        "Notwithstanding anything to the contrary in this Agreement:

        (A)     in no event shall any Voting Shares that are Beneficially Owned
                by Millennium be deemed to be Beneficially Owned by Talla as a
                result of the transactions contemplated by the Loan and Stock
                Pledge Agreements

        (B)     in no event shall any Voting Shares that are Beneficially Owned
                by Talla be deemed to be Beneficially Owned by Millennium as a
                result of the transactions contemplated by the Loan and Stock
                Pledge Agreements;

        (C)     in no event shall Talla be deemed to be the Beneficial Owner of
                any Voting Shares of which Millennium is the Beneficial Owner as
                a result of the transactions contemplated by the Loan and Stock
                Pledge Agreements;

        (D)     in no event shall Millennium be deemed to be the Beneficial
                Owner of any Voting Shares of which Talla is the Beneficial
                Owner as a result of the transactions contemplated by the Loan
                and Stock Pledge Agreements;

        (E)     in no event shall Talla be deemed to be an Affiliate or
                Associate of Millennium as a result of the transactions
                contemplated by the Loan and Stock Pledge Agreements;

        (F)     in no event shall Millennium be deemed to be an Affiliate or
                Associate of Talla as a result of the transactions contemplated
                by the Loan and Stock Pledge Agreements; and

        (G)     in no event shall Talla and Millennium be deemed together to
                constitute a "Person" (as defined herein) or a "group" (as such
                term is used in Rule 13d-5 promulgated under the Exchange Act)
                as a result of the transactions contemplated by the Loan and
                Stock Pledge Agreements."

        2. The definition of "Excluded Shares" set forth in Section 1 of the
Rights Agreement is hereby deleted and replaced in its entirety with the
following:

        ""Excluded Shares" shall mean the following Voting Shares:

        (i)     with respect to all Stockholders, Common Shares acquired:

                (A)     by a bona fide gift;

                (B)     as the result of the death of a Person, pursuant to a
                        will or the laws of descent; or

                (C)     upon the exercise of any stock option granted by the
                        Company to an employee, officer or director of the
                        Company;

        (ii)    with respect to Talla, up to $2,000,000 of Common Shares
                purchased after April 27, 2000; and

        (iii)   with respect to Millennium:


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                (A)     all Common Shares pledged to Millennium pursuant to the
                        Loan and Stock Pledge Agreements,

                (B)     all Common Shares acquired by Millennium pursuant to the
                        Loan and Stock Pledge Agreements or upon exercise of any
                        remedies available under the Loan and Stock Pledge
                        Agreements, or by exercise of statutory rights; and

                (B)     up to $2,000,000 of Common Shares purchased after April
                        27, 2000."

        3. The definition of "Millennium" set forth in Section 1 of the Rights
Agreement is hereby deleted and replaced in its entirety with the following:

        ""Millennium" shall mean Millennium Partners LLC, Millennium
        Entertainment Partners LP, Millennium Development Partners LP, MDP
        Ventures I LLC and MDP Ventures II LLC and their respective Affiliates,
        Associates, directors and officers."

        4. The definition of "Pledge Agreement" set forth in Section 1 of the
Rights Agreement is hereby deleted and replaced in its entirety with the
following:

        ""Loan and Stock Pledge Agreements" shall mean (i) the Amended and
        Restated Loan and Stock Pledge Agreement, dated as of December 30, 1997,
        by and between Talla and MDP Ventures II LLC, as such agreement may be
        amended or modified from time to time, and (ii) the Loan and Stock
        Pledge Agreement, dated as of May 12, 2000, by and between Talla and MDP
        Ventures II LLC, as such agreement may be amended or modified from time
        to time; provided that the aggregate number of Common Shares pledged
        under such agreements shall not exceed two million shares (excluding any
        Common Shares issued in respect of such Common Shares as a result of a
        stock split, stock dividend, recapitalization or other reorganization
        affecting the Common Shares)."



        5. Except as amended hereby, the Rights Agreement remains in full force
and effect.


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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                          THE SPORTS CLUB COMPANY, INC.


Attest:
By         /s/ Lois Barberio              By        /s/ D. Michael Talla
   -------------------------------------    ------------------------------------
     Name:  Lois Barberio                 Name:  D. Michael Talla
     Title: Secretary                     Title: Co-Chief Executive Officer



                                          AMERICAN STOCK TRANSFER &
                                          TRUST COMPANY


Attest:
By        /s/ Susan Silber                By           /s/ Herbert J. Lemmer
   -------------------------------------     -----------------------------------
     Name:  Susan Silber                  Name:  Herbert J. Lemmer
     Title: Assistant Secretary           Title: Vice President


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