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                                                                   EXHIBIT 10.78

                  Form of The Sports Club Membership Agreement
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                                                                   EXHIBIT 10.78

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                                       MEMBERSHIP VALID ONLY AT:

                                       CLUB
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                                       MEMBER SIGNATURE
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      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:
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Member's Signature                            Date:
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The Sports Club/LA By:                        Date:
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     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.


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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 non-transferable, 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:_______________.