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                                  EXHIBIT 10.68

                Amended and Restated 1994 Stock Compensation Plan


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                          THE SPORTS CLUB COMPANY, INC.

                              AMENDED AND RESTATED
                          1994 STOCK COMPENSATION PLAN


                                    Article 1
                             GENERAL PURPOSE OF PLAN

The name of this plan is The Sports Club Company, Inc. 1994 Stock Compensation
Plan (the "Plan"). The purpose of the Plan is to enable The Sports Club Company,
Inc. (the "Company") to obtain and retain the services of the types of
non-employee Directors who will contribute to the Company's long range success
and to provide for incentives that are linked directly to increases in share
value which will inure to the benefit of all shareholders of the Company.


                                    Article 2
                                   DEFINITIONS

For purposes of the Plan, the following terms shall be defined as set forth
below:

        "Administrator" shall have the meaning as set forth in Article 3.

        "Board" means the Board of Directors of the Company.

        "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

        "Committee" means a committee of at least two Disinterested Persons
appointed by the Board to administer the Plan.

        "Company" means The Sports Club Company, Inc., a corporation organized
under the laws of the State of Delaware (or any successor corporation).

        "Director" means a member of the Board.

        "Eligible Person" means any Director of the Company that is not an
employee of the Company or any subsidiary of the Company.

        "Grant Date" means November 15 of each year of the Plan.

        "Grantee" means an Eligible Person who is granted stock pursuant to the
Plan.

        "Plan" means The Sports Club Company, Inc. 1994 Stock Compensation Plan,
as the same may be amended or supplemented from time to time.



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        "Stock" means the Common Stock, par value $0.01 per share, of the
Company.


                                    Article 3
                                 ADMINISTRATION

        3.1 The Administrator.

                (a) Administrator. The Plan shall be administered by either (i)
the Board; or (ii) such person or persons appointed by the Board (the person or
group that administers the Plan is referred to as the "Administrator").

                (b) Powers in General. The Administrator shall have the power
and the authority to grant stock to Eligible Persons, pursuant to the terms of
the Plan.

                (c) Specific Powers. In particular, the Administrator shall have
the authority: (i) to construe and interpret the Plan and apply its provisions;
(ii) to promulgate, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) to authorize any person to execute, on behalf
of the Company, any instrument required to carry out the purposes of the Plan;
and (iv) to make any and all other determinations which it determines to be
necessary or advisable for administration of the Plan.


                                    Article 4
                              STOCK SUBJECT TO PLAN

        4.1 Subject to adjustment as provided in Article 8, the total number of
shares of Stock reserved and available for issuance under the Plan shall be
50,000 shares.


                                    Article 5
                                   ELIGIBILITY

        5.1 Each Director of the Company who is an Eligible Person, shall be
eligible to be granted Stock hereunder subject to limitations set forth in this
Plan.


                                    Article 6
                                   STOCK GRANT

        6.1 2,000 shares of Stock shall be granted to each Eligible Person on
each Grant Date.


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                                    Article 7
                            AMENDMENT AND TERMINATION

        7.1 The Board may amend, alter or discontinue the Plan, but not more
than once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, but no amendment, alteration or discontinuation shall be made which
without the approval of shareholders would:

                (a) materially increase the benefits accruing to Eligible
Persons under the Plan;

                (b) materially increase the total number of shares of Stock
reserved for the purposes of the Plan; or

                (c) materially modify the requirements for eligibility under the
Plan.


                                    Article 8
  CHANGES IN CAPITALIZATION; SPLITS; LIQUIDATIONS, MERGERS AND REORGANIZATIONS

        8.1 Stock Splits. The aggregate shares of Stock that may be granted to
Eligible Persons under the Plan may be proportionately adjusted by the
Administrator for any increase or decrease in the number of issued shares of
Stock of the Company resulting from a stock split, a reverse stock split, a
subdivision or consolidation of shares or other similar capital adjustment, the
payment of a stock dividend or any other increase or decrease in such shares
effected without receipt of consideration by the Company. Any such determination
by the Administrator shall be conclusive.

        8.2 Reorganization. Upon the dissolution or liquidation of the Company
or upon any reorganization, merger, consolidation pursuant to which the Company
does not survive (except for reincorporation of the Company in another state) or
sale of all or substantially all of the assets of the Company or upon a change
in composition of the Board (not approved by a majority of the Board in office
at the time of such change) that results in a change of "control" of the Company
(for purposes of this Section 8.2, "control" is defined in Rule 405 of the
Securities and Exchange Act of 1933, as amended), the Plan shall terminate. The
grant of Stock pursuant to the Plan shall not affect in any way the abilities of
the Company to change or adjust its capital structure or to merge, consolidate,
dissolve, liquidate or to sell or transfer all or any part of its business or
assets.




                                    Article 9


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                               GENERAL PROVISIONS

        9.1 General Restrictions.

                (a) Issuance of Stock and Compliance with Securities Act. The
Company may postpone the issuance and delivery of Stock to Eligible Persons
until (i) the admission of such shares of Stock to listing on any stock exchange
on which Stock of the Company of the same class is then listed, and (ii) the
completion of such registration or other qualification of such Stock under any
state or federal law, rule or regulation as the Company shall determine to be
necessary or advisable. Any Eligible Person shall make such representations and
furnish such information as may, in the opinion of counsel for the Company, be
appropriate to permit the Company to issue Stock in compliance with the
provisions of the Securities Act of 1933, as amended, and any applicable state
law. All Stock issued and delivered pursuant to the Plan may be subject to such
restrictions, including without limitation a requirement of obtaining an opinion
of counsel upon any sale, transfer, assignment or other disposition, as the
Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws.

                (b) Legends. All certificates for shares of Stock delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Administrator may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed and any applicable
federal or state securities laws, and the Administrator may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

        9.2 Other Compensation Arrangements. Nothing contained in this Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

        9.3 Indemnification. In additional to such other rights of
indemnification as they may have, and to the extent allowed by applicable law,
the Administrator shall be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually incurred in connection with any
action, suit or proceeding or in connection with any appeal therein, to which
they or any one of them may be party by reason of any action taken or failure to
act under or in connection with the Plan, and against all amounts paid by them
in settlement thereof (provided that the settlement has been approved by the
Company, which approval shall not be unreasonable withheld) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Administrator did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct complained of was unlawful; provided, however, that within 60 days
after institution of any such action, suit or proceeding, such Administrator
shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.


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                                   Article 10
                             EFFECTIVE DATE OF PLAN

        10.1 The Plan shall become effective on the date on which the Plan is
adopted by the Board and approved by the shareholders.


                                   Article 11
                                  TERM OF PLAN

        11.1 No Stock shall be granted pursuant to the Plan on or after December
31, 2014.