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                                                                   EXHIBIT 10.73

  Settlement Agreement and Mutual Release dated as of November 16, 1999 by and
   between OTR, an Ohio general partnership on the one hand and Registrant and
                     Spectrum Liquidating Corp on the other.


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                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE



        THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is entered
into effective November 16, 1999 by and between OTR, an Ohio general partnership
("OTR"), on the one hand, and THE SPORTS CLUB COMPANY, a Delaware corporation
("The Sports Club") and SPECTRUM LIQUIDATING CORP., a California corporation
formerly known as SPECTRUM CLUB/ANAHEIM HILLS ("Spectrum") (sometimes
collectively referred to herein as "Defendants"), on the other hand, in relation
to Orange County Superior Court Case No. 794610 entitled OTR v. Spectrum
Club/Anaheim Hills and The Sports Club Company, and the cross-complaint on file
therein entitled Spectrum Liquidating Corporation, a California Corporation
Formerly Known as Spectrum Club/Anaheim Hills, and The Sports Club Company v.
OTR, Donahue Schrieber, and Michele Holling (the complaint and cross-complaint
will hereinafter collectively be referred to as the "Action" unless specified
otherwise), and the other facts set forth herein.


                                    RECITALS

        A. OTR, as landlord, and Spectrum, as tenant, entered into a written
lease dated October 14, 1997 for certain premises to be constructed at 8060
Santa Ana Canyon Road, Anaheim, County of Orange, California (the "Premises"),
from which Premises Spectrum was to operate a health club. OTR and Spectrum also
executed a First Amendment to Lease Agreement dated October 15, 1997. The lease
and first amendment thereto will be referred to hereinafter collectively as the
"Lease."

        B. The Sports Club duly executed and delivered to OTR a written lease
guaranty dated October 14, 1997 whereby, for good and valuable consideration,
The Sports Club unconditionally guaranteed to OTR the full and faithful
performance of all of the terms, covenants and conditions of the Lease to be
kept and performed by Spectrum, including payment of all rentals and other
charges due thereunder (the "Guaranty").

        C. On or about April 13, 1998 Defendants gave written notice to OTR
purporting to rescind the Lease and the Guaranty on several grounds. Spectrum
thereafter refused to construct its athletic facility at the Premises and
refused to go forward with the Lease. The Sports Club thereafter refused to
acknowledge or perform its obligations under the Guaranty.

        D. OTR disputed the purported rescission by Spectrum and The Sports Club
and maintained that they were each bound to perform their obligations under the
Lease and the Guaranty, respectively. On May 21, 1998 OTR commenced the Action
by filing its complaint for breach of lease and breach of written guaranty
against Defendants (the "Complaint"). On or about July 6, 1998 Spectrum and The
Sports Club filed an answer to the complaint and a cross-complaint for
restitution, fraud, negligent misrepresentation and declaratory relief against
OTR,


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Donahue Schrieber, a California corporation ("Donahue Schrieber"), and Michele
Holling Babcock ("Holling"), an individual ( the "Cross-Complaint").

        E. The parties hereto wish to resolve the claims raised in the Action
and all other disputes between them on the terms set forth below, effective
November 2, 1999.


        NOW, THEREFORE, in consideration of the mutual promises, terms,
conditions, provisions and covenants described below, which consideration is
hereby acknowledged by all parties, the parties hereby agree to settle their
claims as follows:

        1. Payment. Defendants will pay OTR the principal sum of Two Million
Nine Hundred Fifty Thousand Dollars ($2,950,000.00), as follows:

                a. Two Million Dollars ($2,000,000.00) on or before November
16, 1999; and

                b. Nine Hundred Fifty Thousand Dollars ($950,000.00), plus
interest thereon at the rate of thirteen percent (13%) per annum from November
2, 1999 until payment in full, which payment of all principal and accrued
interest shall be made on or before June 1, 2000.

        2. Stipulated Judgment. Timely payment of the amounts set forth in
Paragraph 1, above, shall be secured by the Stipulation for Entry of Judgment
executed by OTR and Defendants concurrent with this Agreement and attached
hereto as Exhibit 1 (the "Stipulation"). The Stipulation is hereby incorporated
herein, made a part of this Agreement, and approved as to form by counsel for
the parties.

        3. Default, Notice to Cure, and Entry of Judgment. Should Defendants
default in their payment obligation under this Agreement, OTR may seek entry of
judgment against Defendants, by ex parte application, pursuant to the terms and
conditions of the Stipulation. Defendants shall be considered in default if any
payment required to be made under Paragraph 1, above, is not received by OTR by
the date set forth for such payment in Paragraph 1, and Defendants do not timely
cure their failure to make such payment after service of notice to cure pursuant
to the terms and conditions of the Stipulation. OTR shall then give Defendants
twenty-four (24) hours' notice of OTR's ex parte application for entry of
judgment pursuant to the Stipulation.

        4. Execution on Judgment. OTR will not file the Stipulation, nor seek to
have judgment entered pursuant thereto, unless and until Defendants have failed
to make timely payment as required by Paragraph 1, above, and have failed to
timely cure the failure to make payment after service of notice to cure pursuant
to the terms and conditions of the Stipulation. Should judgment be entered
pursuant to the Stipulation, OTR may immediately execute on such judgment.


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        5. Return of Stipulation. Upon full and timely payment by Defendants of
all amounts called for under this Agreement, OTR will, upon demand, return the
original Stipulation to Defendants.

        6. Stipulated Dismissal. Upon execution of this Agreement, Defendants
shall dismiss the Cross-Complaint as against OTR with prejudice. Said dismissal
shall not constitute a retraxit of any claims against Holling, Donahue Schrieber
or any of their respective shareholders, officers, directors, employees, agents,
representatives predecessors, successors, heirs or assigns (hereinafter
collectively the "Donahue Schrieber Group.") Upon full and timely payment of the
amounts set forth in Paragraph 1, above, OTR shall file a dismissal of its
Complaint against Defendants with prejudice. The Court shall retain jurisdiction
over the parties to enforce this Agreement pursuant to Code of Civil Procedure
section 664.6.

        7. Confidentiality.

                a. The parties stipulate, agree and promise that the terms and
conditions of this Agreement (the "Confidential Matters"), shall not be
described or discussed, or caused to be described or discussed in any manner,
either written or oral, directly or indirectly, with any third person, or any
unrelated organization, company or entity without the prior written consent of
the other parties hereto.

                b. The parties stipulate, agree and promise to avoid any and all
publicity with respect to this Agreement and/or any of its terms or conditions,
and specifically stipulate, agree and promise not to describe or discuss the
Confidential Matters with any member of the news media, or any other person or
entity. It shall not be a violation of this confidentiality provision for any
party to disclose the Confidential Matters to its legal, financial or tax
advisors, so long as the advisors agree to maintain the confidentiality of the
Confidential Matters.

                c. In the event that any party is contacted by any member of any
media, or any other person or entity asking to comment on this Agreement, or any
other Confidential Matters, the parties stipulate, agree and promise that they
shall say nothing more than that the claims have been settled by mutual
agreement without admission of fault by any party, and specifically shall not
refer in any other manner to the terms, conditions, or amounts paid or to be
paid pursuant to the Agreement, whether in specific or general terms.

                d. Nothing in this confidentiality provision shall be construed
as prohibiting any disclosure of information required by law.

        8. Further Assurance. All parties hereto agree that, for their
respective selves, successors, trustees and assigns, they will abide by this
Agreement, which terms are meant to be contractual, and further agree that they
will do such acts and prepare, execute and deliver such


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documents as may reasonably be required in order to carry out the purposes and
intents of this Agreement.

        9. Discharge. Except for the obligations of each party under this
Agreement, the parties hereto, for themselves and their successors, trustees,
representatives, insurers, agents and assigns hereby release and forever
discharge one another, their predecessors, successors, subsidiaries, and
affiliates and all present and former officers, directors, partners, principals,
employees, attorneys, insurers, agents and their respective administrators,
representatives, spouses, heirs, agents and assigns from any and all claims,
causes of action, suits, proceedings, debts, contracts, controversies, claims
and demands whatsoever, whether past, present or future, known or unknown, of
any kind, nature or description, now existing or which may hereafter arise from
any of the facts, acts, omissions, occurrences, events or circumstances now
existing or to arise in the future based upon the matters set forth in the
Recitals section above, or the Action herein described, whether based upon a
tort, contract or other theory of recovery and whether for compensatory,
punitive damages or otherwise.

        10. General Release. Except for the obligations of each party under this
Agreement, it is understood and agreed that this Settlement Agreement and Mutual
Release shall constitute a general release between and among the parties hereto
and shall be effective as a full and final accord and satisfaction, and as a bar
to all actions, causes of action, costs, expenses, attorneys' fees, damages,
claims and liabilities whatsoever, whether or not now known, suspected, claimed
or concealed. The parties hereto acknowledge that they are familiar with Section
1542 of the California Civil Code which provides as follows:

        A general release does not extend to claims which the creditor does not
        know or suspect to exist in his favor at the time of executing the
        release, which if known by him must have materially affected his
        settlement with the debtor.

        11. Civil Code Section 1542 Waiver. The parties hereto expressly waive
and relinquish any and all rights and benefits which they may have under, or
which may be conferred upon them by the provisions of Section 1542 of the
California Civil Code, as well as under any other similar state or federal
statute or common law principle, to the fullest extent that they may lawfully
waive such rights or benefits pertaining to the released claims.

        12. Waiver of Unknown Claims. In connection with their waiver and
relinquishment set forth in the previous paragraph, the parties hereto
acknowledge that they are aware that they may hereafter discover claims or facts
in addition to or different from those which they now know or believe to exist
with respect to the subject matter of this Agreement, but it is their intention
to fully, finally and forever settle and release all of the disputes and
differences known or unknown, suspected or unsuspected which do now exist, may
exist in the future or have ever existed with one another, arising out of or in
connection with the subject matter of



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this Agreement or the Action. In furtherance of such intention, the parties
hereto agree that this Agreement shall remain in effect as a full and complete
Settlement Agreement and Mutual Release of the claims included in this Agreement
notwithstanding the discovery or existence of any said additional or different
claims or facts arising out of or relating to the subject matter of this
Agreement or the Action.

        13. Waiver Bargained For. The parties hereto acknowledge that the
foregoing waiver was separately bargained for and is a key element of this
Agreement of which their mutual releases is a part.

        14. Carve-Out From Discharge and General Release . Notwithstanding any
language contained in paragraphs 9,10,11,12, or 13 to the contrary, the
discharge and general release set forth in this Agreement is not intended to,
and shall not constitute, a discharge or release of any claims any party hereto
may have against The Donahue Schrieber Group.

        15. Ownership. The parties mutually represent and warrant to each other
that no party has encumbered, assigned or transferred or purported to encumber,
assign or transfer, in whole or in part, to any person, firm, entity or
corporation whatsoever, any claim, debt, liability, demand, obligation, cost,
expense, damage, action or cause of action herein released or assigned; and the
parties mutually agree to hold harmless each other against any claims, debts,
liabilities, demands, obligations, costs, expenses, damages, actions, or causes
of action based on, arising out of, or in connection with any such transfer or
assignment or purported transfer or assignment.

        16. No Admission. The purpose of this Agreement is to accomplish the
compromise and settlement of disputed and contested claims, and nothing in this
Agreement shall be construed as an admission by any party to this Agreement of
any liability of any kind to any other party to this Agreement. Each party to
this Agreement denies the allegations of each other party set forth in the
Action and further denies that such party is liable to the remaining parties in
any respect whatsoever for any injuries or damages that may have been sustained
by any other party pertaining to the Action or the circumstances set forth in
the Recitals section, above.

        17. Covenant Not To Sue. Except for the obligations of the parties under
this Agreement, the parties hereto for themselves and their successors,
trustees, related entities, representatives, insurers, agents and assigns,
covenant and agree that they will forever refrain and forebear from commencing,
instituting, or prosecuting any lawsuit, proceeding or action, or in any manner
voluntarily aid the commencement, institution or prosecution of any claim,
demand, suit, proceeding or action or cause of action, state or federal, against
the other parties to this Agreement, their predecessors, successors,
subsidiaries and/or affiliates, any of their present and former officers,
directors, partners, principals, employees, attorneys, insurers or agents,
(except The Donahue Schrieber Group), and their respective administrators,


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representatives, spouses, heirs, executors, agents (except The Donahue Schrieber
Group) and assigns with respect to any matter, cause or thing whatsoever arising
out of, based in whole or in part upon, relating to, or existing, by reason of
the transaction, events, occurrences, acts, omissions, or failure to act, of
whatever kind or character whatsoever alleged or which could have been alleged
in the Action or set forth in the Recitals section, above.

        18. Entire Agreement. This Agreement constitutes the complete and entire
written Agreement of compromise, settlement and release by and among the parties
hereto and constitutes the complete expression of the terms of the settlement.
All prior and contemporaneous agreements, representations, and negotiations
regarding the matters resolved herein are superseded.

        19. No Modification. The terms of this Agreement can only be amended or
modified by a writing, signed by duly authorized representatives of all parties
hereto, expressly stating that such modification or amendment is intended.

        20. Indemnification. Each party agrees to indemnify the other against
all losses, costs and expenses, including reasonable attorneys' fees which the
other may incur as the result of a breach of this Agreement. If there is any
dispute regarding this Agreement, the prevailing party in such dispute shall be
entitled to recover costs and reasonable attorneys' fees.

        22. Jurisdiction. The parties consent to the jurisdiction of the courts
of the State of California to resolve any dispute regarding this Agreement. In
mutual recognition of the fact that this Agreement is to be performed in Orange
County, California, the parties agree that in the event any civil action is
commenced regarding this Agreement, Orange County, California, is the proper
county for the commencement and trial of such action.

        23. No Waiver. Waiver of any one breach of the provisions of this
Agreement shall not be deemed a waiver of any other breach of any provision of
this Agreement.

        24. Interpretation. All parties to this Agreement and their counsel have
reviewed this Agreement, and the normal rule of construction to the effect that
any ambiguities in an agreement are to be resolved against the drafting parties
shall not be employed in the interpretation of this Agreement.

        25. Attorneys. The parties hereto represent and warrant that the
attorneys approving this Agreement as to form on their behalf are the attorneys
employed by such party to represent such party with respect to this Agreement
and all matters covered by and related to it and that the parties hereto have
been fully advised by said attorneys with respect to their rights and
obligations as to the execution of this Agreement. The parties hereto declare
that they know and understand the contents of this Agreement and that they have
executed the same voluntarily.


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        26. No Representation. Each of the parties hereto acknowledges that no
other party, nor any agent nor any attorney of any other party has made any
promise, representation or warranty whatsoever, express or implied, not
contained herein concerning the subject matter hereof to induce said party to
execute or authorize the execution of this Agreement and acknowledges that said
party has not executed or authorized the execution of this Agreement in reliance
upon any such promise, representation or warranty not contained herein.

        27. Authority. Each individual signing this Agreement directly and
expressly warrants that he or she has been given and has received and accepted
authority to so sign and execute the documents on behalf of the party for whom
it is indicated they have signed, and further has been expressly given and
received and accepted authority to enter into a binding agreement on behalf of
such party with respect to the matters contained herein and as stated herein.

        28. Attorneys' Fees And Costs. Each party hereto shall be responsible
for payment of his, her or its own attorneys' fees, costs and other legal
expenses incurred in connection with the Action and all matters related thereto.

        29. Counterparts. It is understood and agreed by and between the parties
hereto that this Agreement may be executed in counterpart, and a signed copy
shall have the full force and effect of a signature on any original and shall be
considered an original as to the party signing any such copy.

        30. Survival. All representations and warranties in this Agreement shall
survive the execution of this Agreement and the transactions contemplated
hereunder, and are material and have been or will be relied upon by the parties
hereto notwithstanding any investigation made by or on behalf of any party.

        31. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of all parties hereto and their respective heirs, representatives,
successors and assigns.

        32. California Law. This Agreement shall be governed by and construed
under and in accordance with the laws of the State of California.

        33. Time of Essence. Time is of the essence as to this Agreement and
every provision hereof.


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        IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
made and effective as of the date first herein above written.



                                            OTR, an Ohio general partnership


DATED: November 16, 1999                    By: /s/ Stephen A. Mitchell
       -----------------                        --------------------------------
                                                Stephen A. Mitchell, its General
                                                Partner

                                            THE SPORTS CLUB COMPANY,
                                            A Delaware corporation


DATED: November 16, 1999                    By: /s/ D. Michael Talla
       -----------------                        --------------------------------
                                                David Michael Talla, Chairman of
                                                its Board of Directors

                                            SPECTRUM LIQUIDATING CORP., a
                                            California Corporation formerly
                                            known as "SPECTRUM CLUB/ANAHEIM
                                            HILLS"


DATED: November 16, 1999                    By: /s/ D. Michael Talla
       -----------------                        --------------------------------
                                                David Michael Talla, chairman of
                                                its Board of Directors

APPROVED AS TO FORM:


LUCE, FORWARD, HAMILTON & SCRIPPS LLP

By: /s/ Mark Hagarty
    ---------------------------------
    Mark Hagarty
    Attorneys for Plaintiff and Cross-Defendant OTR


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RAISKIN & REVITZ



By: /s/ Steven J. Revitz
    ---------------------------------
    Steven J. Revitz
    Attorneys for Defendants and Cross-Complaints
    The Sports Club Company and Spectrum Liquidating
    Corp., a California corporation formerly known as
    Spectrum Club/Anaheim Hills