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                                     10.88

                                   AT&T LOAN
                                   AGREEMENT
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                                SECOND AMENDMENT

                                       TO

                                 LOAN AGREEMENT



         THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Second Amendment") is
entered into as of the 11th day of October, 1996 between AT&T COMMERCIAL
FINANCE CORPORATION, a Delaware corporation ("Lender"), and L.A./IRVINE SPORTS
CLUBS, LTD., a California Limited Partnership ("Borrower").

                                    RECITALS

         A.      Borrower and Lender have entered into a Loan Agreement dated
March 9, 1996 as amended by a First Amendment to Loan Agreement dated March 12,
1996 ("Loan Agreement").

         B.      Borrower has requested Lender to lend to Borrower an
additional $500,000 for use by Borrower in acquiring real property commonly
known as 1811 Pontius Ave., Los Angeles, California ("Pontius Avenue Property")
for use in connection with the Real Property (as defined in the Loan
Agreement).

         C.      Lender and Borrower desire to amend the Loan Agreement to
provide for the loan to Borrower of such additional $500,000 on the terms and
conditions hereinafter set forth.

                                   AGREEMENT

         NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency is hereby acknowledged, the parties agree as follows:

         1.      AMENDMENTS TO LOAN AGREEMENT:

                 A.       The following "Definitions" contained in Article I of
the Loan Agreement are each amended to read as follows:

                          "AGREEMENT:  the Loan Agreement between Borrower and
                 Lender dated as of March 9, 1996, as amended by a First
                 Amendment to Loan Agreement dated as of March 12, 1996 and a
                 Second Amendment to Loan Agreement dated as of October 11,
                 1996, as the same may be amended or extended from time to
                 time."
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                          "NOTE":  the Secured Promissory Note of the Borrower
                 dated as of March 9, 1996, as amended by a First Amendment to
                 Secured Promissory Note dated as of October ___, 1996, as the
                 same may be amended or extended from time to time."

                          "REAL PROPERTY":  the land and improvements known as
                 The Sports Club/LA, being (a) an approximately 108,073 sq.
                 foot health club facility located at 1835 Sepulveda Blvd., Los
                 Angeles, California, (b) Parcel No. 6 as shown on the Anacal
                 Engineering Co. Survey dated February 16, 1996 located at 1803
                 Pontius Ave., Los Angeles, California, and (c) a parcel
                 consisting of approximately 7,000 sq. feet located at 1811
                 Pontius Ave., Los Angeles, California, all as legally
                 described in Schedule 1.01A."

                 B.       Section 2.01, Term Loan, of the Loan Agreement is
amended in its entirety to read as follows:

                          "SECTION 2.01  TERM LOAN:

                          Subject to the terms and conditions contained in this
                 Agreement, the Lender agrees to make a loan (the "Term Loan")
                 to the Borrower, and the Borrower agrees to borrow from the
                 Lender, the aggregate principal amount of up to TWENTY-FOUR
                 MILLION DOLLARS ($24,000,000.00) for uses as specified in
                 Schedule 2.09.  The Term Loan shall be evidenced by the Note."

                 C.       Section 2.02(a), Principal in Respect of Term Loan,
is amended in its entirety to read as follows:


                          "(a)  PRINCIPAL IN RESPECT OF TERM LOAN.  The Term
                 Loan shall be payable without setoff, deduction or
                 counterclaim in eighty-four (84) consecutive monthly
                 installments on the first day of each month (the "Monthly Due
                 Dates") commencing May 1, 1996, and continuing until April 1,
                 2003, on which date all remaining outstanding principal and
                 accrued interest thereon shall be due and payable in full
                 without setoff, deduction or counterclaim.  Monthly payments
                 of principal in respect of the initial funding advanced under
                 the Term





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                 Loan ("initial payment amount") shall, for the monthly
                 payments due May 1, 1996 through October 1, 1996, be, when
                 combined with the corresponding interest payment, a fixed
                 payment calculated based on a  fifteen (15) year mortgage
                 amortization schedule.  Monthly payments of principal for the
                 monthly payment due November 1, 1996 and thereafter, shall be,
                 when combined with the corresponding interest payment,
                 comprised of the initial payment amount plus a fixed payment
                 calculated based on a fourteen (14) year six (6) month
                 mortgage amortization schedule of the second funding of
                 $500,000 under the Term Loan."

                 D.       Section 2.08 is hereby amended in its entirety to
read as follows:

                          "The Borrower's obligations and the Indebtedness to
                 the Lender hereunder and under the Note shall be secured at
                 all times by:

                          (a)     a Deed of Trust and Security Agreement and
                 Fixture Filing of the Borrower dated as of March 9, 1996 as
                 amended by a First Amendment to Deed of Trust and Security
                 Agreement and Fixture Filing dated as of October 11, 1996
                 ("Initial Deed of Trust") encumbering Parcels 1 through 7,
                 inclusive, of the Real Property as a first priority lien,
                 subject only to any prior liens expressly permitted under this
                 Agreement, together with mortgagee's title insurance policy
                 acceptable to the Lender;

                          (b)     a Deed of Trust and Security Agreement and
                 Fixture Filing of the Borrower dated as of October 11, 1996
                 ("Subsequent Deed of Trust") encumbering Parcel 8 of the Real
                 Property as a first priority lien, subject only to any prior
                 liens expressly permitted under this Agreement, together with
                 mortgagee's title insurance policy acceptable to the Lender
                 (the Initial Deed of Trust and the Subsequent Deed of Trust,
                 collectively the "Deed of Trust");

                          (c)     a Security Agreement of the Borrower dated as
                 of March 9, 1996 as amended by a First Amendment to Security
                 Agreement dated as of October 11, 1996 ("Security Agreement")





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                 granting to the Lender a continuing first priority perfected
                 security interest in all presently owned and hereafter
                 acquired tangible and intangible personal property and
                 fixtures of the Borrower, subject only to any prior liens
                 expressly permitted under this Agreement in Schedule 2.08A,
                 but excluding that equipment financed by Bank of America and
                 described in Exhibit "B"  to the Security Agreement;

                          (d)     an Assignment of Leases and Rents of the
                 Borrower dated March 9, 1996 as amended by a First Amendment
                 to Assignment of Leases and Rents dated as of October 11, 1996
                 ("Initial Assignment of Rents") granting to Lender a first
                 priority security interest in all leases of Parcels 1 through
                 7, inclusive, of the Real Property and other sources of income
                 relating to said parcels of the Real Property, subject only to
                 any prior liens permitted under this Agreement, together with
                 such third party consents, lien waivers, subordination
                 agreements and estoppel certificates as the Lender shall
                 reasonably require;

                          (e)     an Assignment of Leases and Rents of the
                 Borrower dated as of October 11, 1996 ("Subsequent Assignment
                 of Rents") granting to the Lender a first priority security
                 interest in all leases of Parcel 8 of the Real Property and
                 other sources of income relating to said parcel of the Real
                 Property, subject only to any prior liens permitted under this
                 Agreement, together with such third party consents, lien
                 waivers, subordination agreements and estoppel certificates as
                 Lender shall reasonably require (the Initial Assignment of
                 Rents and the Subsequent Assignment of Rents, collectively the
                 "Assignment of Rents");

                          (f)     Pledge Agreements executed by all Pledgors
                 dated as of March 9, 1996 ("Pledge Agreements") effecting
                 thereby a first priority perfected pledge of (i) all
                 partnership interests in the Borrower, (ii) all voting trust
                 certificates issued in respect of the partnership interests of
                 the Borrower, or any extension or renewal thereof, and (iii)
                 all options and other rights to





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                 acquire any such partnership interests;

                          (g)     a Collateral Assignment of Operating
                 Contracts and Purchase Agreements dated as of March 9, 1996 as
                 amended by a First Amendment to Collateral Assignment of
                 Operating Contracts and Purchase Agreements dated as of
                 October 11, 1996 ("Collateral Assignment") granting to the
                 Lender a first priority perfected security interest in such
                 service contracts, construction contracts, management
                 agreements, franchise agreements, licenses, permits,
                 indemnification rights, leases, trademark licenses, accounts,
                 authorizations and agreements as the Lender shall deem
                 necessary to protect its interests, subject only to any prior
                 license expressly permitted under this Agreement, together
                 with such third party consents, lien waivers and estoppel
                 certificates as the Lender shall reasonably require;

                          (h)     subordinations in favor of the Lender,
                 pursuant to subordination agreements satisfactory to the
                 Lender in form and substance (collectively the "Affiliate
                 Subordination Agreements"), of all indebtedness of the
                 Borrower to any Affiliates of the Borrower, designated by the
                 Lender;

                          (i)     the subordination in favor of the Lender,
                 pursuant to subordination agreements satisfactory to the
                 Lender in form and substance (collectively, the "Subordination
                 Agreements"), of all indebtedness of the Borrower to any
                 lenders to the Borrower and any creditors of the Borrower
                 holding a note or non-competition agreement executed by the
                 Borrower, as obligor thereunder, designated by the Lender,
                 together with UCC-2 and such other lien subordination
                 documents as the Lender shall require;

                          (j)     a Special Deposit Account Agreement executed
                 by the Borrower and its bank confirming the Lender's security
                 interest in the Borrower's bank account and providing for the
                 Lender's rights in such bank account upon the occurrence of an
                 Event of Default; and





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                          (k)     those additional agreements, instruments,
                 certificates and documents described in Schedule 2.08B.

                          All agreements and instruments described or
                 contemplated in this Section 2.08, together with any and all
                 other agreements and instruments heretofore or hereafter
                 securing the Note and the Borrower's obligations hereunder or
                 otherwise executed in connection with this Agreement, shall in
                 all respects be acceptable to the Lender and its special
                 counsel in form and substance, and such agreements and
                 instruments, as the same may be amended from time to time, are
                 sometimes hereinafter referred to collectively as the
                 "Security Documents" and individually as a "Security
                 Document."  The Borrower agrees to take such action as the
                 Lender may reasonably request from time to time in order to
                 cause the Lender to be secured at all times as described in
                 this Section 2.08, and the Lender's security interests to be
                 perfected at all times."

                 E.       Schedule 1.01A to the Loan Agreement is amended and
restated in its entirety as set forth in Schedule 1.01A attached hereto as
Exhibit A.

                 F.       Schedule 2.08A to the Loan Agreement is amended and
restated in its entirety as set forth in Schedule 2.08A attached hereto as
Exhibit B.

                 G.       Schedule 2.08B to the Loan Agreement is amended and
restated in its entirety as set forth in Schedule 2.08B attached hereto as
Exhibit C.

                 H.       Schedule 2.09 to the Loan Agreement is amended and
restated in its entirety as set forth in Schedule 2.09 attached hereto as
Exhibit D.

         2.      CONDITIONS TO EFFECTIVENESS.  This Second Amendment shall
become effective on the date (such date being referred to herein as the "Second
Amendment Effective Date") on which each of the conditions set forth in Exhibit
E attached hereto have been fully satisfied or waived by the Lender.

         3.      BORROWER'S REPRESENTATIONS AND WARRANTIES.  In order to induce
the Lender to enter into this Second Amendment and to amend the Loan Agreement
in the manner provided herein, the Borrower represents and warrants to the
Lender that the following statements





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are true, correct and complete:

                 A.       Borrower has all requisite corporate power and
authority to enter into this Second Amendment and to carry out the transactions
contemplated by and perform its obligations under, the amendments to the
Transaction Documents executed in connection with this Second Amendment and
more fully described in Exhibit F attached hereto (collectively, the
"Amendments to Transaction Documents").

                 B.       The execution and delivery of this Second Amendment
and the performance of the Amendments to Transaction Documents have been duly
authorized by all necessary corporate action by Borrower.

                 C.       The execution and delivery by Borrower of this Second
Amendment and the performance by Borrower of the Amendments to Transaction
Documents do not and will not (i) violate any provision of any law, rule or
regulation applicable to Borrower, the partnership agreement of Borrower, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any material contractual obligation of Borrower,
(iii) result in or require the creation or imposition of any lien upon any of
their properties or assets, or (iv) require any approvals other than by the
partners of the Borrower.

                 D.       The execution and delivery by Borrower of this Second
Amendment and the performance by Borrower of the Amendments to Transaction
Documents do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any Federal, state
or other governmental authority or regulatory body or other person.

                 E.       This Second Amendment and the Amendments to
Transaction Documents are the legally valid and binding obligations of
Borrower, enforceable against it in accordance with their respective terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to enforceability.

                 F.       The representations and warranties contained in
Article IV of the Loan Agreement are and will be true, correct and complete in
all material respects on and as of the date hereto to the same extent as though
made on and as of that date, except to the extent that such representations and
warranties specifically relate to an earlier date, in which case they are true,
correct and complete in all material respects as of such earlier date.

                 G.       No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Second
Amendment which would constitute an Event of Default





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(as defined in the Loan Agreement) or an event which with the passage of time
or the giving of notice or both which would constitute such an Event of
Default.

         4.      BORROWER COVENANTS.  In order to induce the Lender to enter
into this Second Amendment and to amend the Loan Agreement in the manner
provided herein, the Borrower covenants and agrees as follows:

                 A.       On or before December 31, 1996, the Borrower shall
cause all asbestos to be removed from the Pontius Avenue Property and the
delivery to the Lender of evidence satisfactory to the Lender confirming
completion of such asbestos removal in accordance with applicable law.

                 B.       On or before December 31, 1996, the Borrower shall
complete the demolition of the building presently on the Pontius Avenue
Property and the paving of the Pontius Avenue Property as a parking lot.  In
connection with such demolition and paving, the Borrower shall provided to the
Lender copies of all contracts, plans and other information related to such
demolition and/or paving reasonably requested by the Lender.

Failure to comply timely with either or both of the foregoing covenants shall
constitute an Event of Default under the Loan Agreement as amended by this
Second Amendment.

         5.      MISCELLANEOUS.

                 A.       Reference to and effect on the Loan Agreement:

                          (i)     On and after the Second Amendment Effective
                 Date, each reference in the Loan Agreement to "this
                 Agreement", "hereunder", "hereof", "herein", or words of like
                 import referring to the Loan Agreement shall mean and be a
                 reference to the Loan Agreement as amended by this Second
                 Amendment.

                      (ii)        Except as specifically amended by this Second
                 Amendment, the Loan Agreement shall remain in full force and
                 effect and is hereby ratified and confirmed.

                     (iii)        The execution, delivery and performance of
                 this Second Amendment shall not constitute a waiver of any
                 provision of, or operate as a waiver of any right, power or
                 remedy of the Lender under, the Loan Agreement or any of the
                 other Amended Transaction Documents.





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         B.      This Second Amendment may be executed in any number of
counterparts, and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts taken together shall constitute but one and the same instrument.

         C.      Section and subsection headings in this Second Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Second Amendment for any other purpose or be given any substantive
effect.

         D.      THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE UNDER,
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF CALIFORNIA.

         6.      LIMITATION ON RECOURSE.  Notwithstanding any of the foregoing,
Lender's recourse to Borrower for its failure to perform under the Loan
Agreement, as hereby amended, and Borrower's liability to Lender for such
failure to perform, are limited by the provisions of Section 11.01 of the Loan
Agreement, which Section 11.01 is expressly incorporated herein by reference as
though set forth in this Second Amendment in full.


         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Loan Agreement as of the date first above written.


                                       L.A./IRVINE SPORTS CLUBS, LTD.,
                                       a California Limited Partnership

                                       By: Sports Club, Inc. of California,
                                           a California corporation
                                           General Partner



                                       By: JOHN GIBBONS
                                          --------------------------
                                          John Gibbons, President



                                       AT&T COMMERCIAL FINANCE  CORPORATION,
                                       a Delaware corporation


                                       By: /s/ MICHAEL V. MONAHAN
                                          -------------------------

                                       Title: Vice President
                                             ----------------------





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