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                                                                   EXHIBIT 10.78


THIS FIRST SUPPLEMENTAL AGREEMENT OF LEASE (this "AGREEMENT") made as of the
27th day of March , 2001, between 2200 M STREET LLC, a Delaware limited
liability company, having an office c/o Millennium Partners, 1995 Broadway, New
York, New York 10023 ("LANDLORD"), and WASHINGTON D.C. SPORTS CLUB, INC., a
Delaware corporation, having an office c/o SCC Sports Club, Inc., 11100 Santa
Monica Boulevard, Suite 300, Los Angeles, California 90025 ("TENANT").

                                   WITNESSETH:

WHEREAS, pursuant to that certain Athletic Club Lease, dated as of March 11,
1999 (as the same has been or may hereafter be amended, the "LEASE") between
Landlord and Tenant, Landlord leased to Tenant and Tenant hired from Landlord
certain premises in the Building (as defined in the Lease), such premises being
shown on the floor plans annexed to the Lease as EXHIBIT B; and

WHEREAS, Landlord and Tenant desire to amend and modify the Lease as set forth
herein.

NOW, THEREFORE, in consideration of the agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                      TERMS

Section 1.1. Except as otherwise defined herein, all terms used in this
Agreement shall have the meanings provided in the Lease.

                                    ARTICLE 2

                           EFFECTIVE DATE OF AGREEMENT

Section 2.1. Subject to Section 12.9 hereof, this Agreement and all of the
terms, provisions and conditions hereof shall be effective as of the date first
written above (the "EFFECTIVE DATE").

                                    ARTICLE 3

                              COMMENCEMENT OF TERM

Section 3.1. Landlord and Tenant agree and acknowledge that notwithstanding
anything to the contrary contained in the Lease, including Section 2.1 of the
Lease, the term of the Lease has commenced on November 1, 2000, and that such
date constitutes the Commencement Date of the Lease.

                                    ARTICLE 4

                            OPERATION OF THE PREMISES

Section 4.1. As a material inducement to and in consideration of Landlord
entering into this Agreement, Tenant shall continuously conduct the business
described in Section 8.1 of the Lease in the Premises in a first-class manner
and during the hours comparable to other athletic clubs with comparable
facilities operated by Tenant or any Affiliate of Tenant as of the date hereof
(subject to events of Force Majeure and Temporary Closures).


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                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

Section 5.1. Article 23 of the Lease shall be deemed modified and restated in
its entirety as follows:

"23. DEFAULTS AND REMEDIES.

                23.1 Defaults. The occurrence of any one or more of the
        following events shall constitute a default hereunder by Tenant
        ("DEFAULT"):

        (i) The vacation or abandonment of the Premises by Tenant or failure to
        continuously operate the Club in accordance with Article 8 hereof where
        Tenant has failed to cure such vacation, abandonment or failure to
        operate within fifteen (15) days following notice from Landlord to
        Tenant of the need for such cure (which time period is subject to
        extension for actual delays resulting from an event of Force Majeure,
        and Tenant shall provide reasonable notification thereof to Landlord),
        it being understood and agreed, however, that cessation of operations of
        business from the Premises from time to time for the purpose of
        remodeling the Premises or making alterations, additions or improvements
        to the Property (collectively "TEMPORARY CLOSURES") shall not be
        considered vacation or abandonment of the Premises provided and on
        condition that (1) Tenant shall use commercially reasonable efforts to
        complete any and all such work, from time to time, in an expeditious and
        non-disruptive manner, (2) Tenant shall have given Landlord at least one
        hundred twenty (120) days prior written notice of any such Temporary
        Closure (except with respect to an event of Force Majeure, and Tenant
        shall provide reasonable notification thereof to Landlord), (3) any such
        Temporary Closure shall not exceed ninety (90) days in the aggregate
        (which time period is subject to extension for actual delays resulting
        from an event of Force


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        Majeure, and Tenant shall provide reasonable notification thereof to
        Landlord), (4) Tenant shall reasonably cooperate with Landlord in order
        that any such Temporary Closure shall not unreasonably disturb the
        normal operations of the Primary Hotel and (5) Tenant shall reasonably
        cooperate with Landlord in order to provide a temporary means to
        accommodate the Primary Hotel Guests during any Temporary Closure, such
        as the temporary relocation of a reasonable number of exercise machines
        and equipment to other areas of the Premises or to an area in the
        Primary Hotel for use by the Primary Hotel Guests during any such
        Temporary Closure (it being understood and agreed that all costs and
        risks associated with such relocation, the use of any such other areas
        and such machines and equipment therein, and the relocation of such
        machines and equipment back to the Premises when such use is no longer
        necessary shall all be the sole obligation and liability of Landlord);

        (ii) Subject to Temporary Closures as provided in Section 23.1(i) hereof
        and events of Force Majeure, the failure by Tenant to permit Primary
        Hotel Guests to have access to the Club to use the facilities therein
        subject to and in accordance with the provisions of Section 4.2 of this
        Lease, where such failure shall continue for a period of five (5)
        business days following notice thereof from Landlord to Tenant;

        (iii) The failure by Tenant to make any payment of Rent or any other
        payment required to be made by Tenant hereunder (including the Work
        Letter), where such failure shall continue for a period of ten (10)
        business days following notice from Landlord to Tenant that such payment
        is due; provided, however, Tenant shall be


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        entitled to such notice and opportunity to cure on only two (2)
        occasions during any Lease Year;

        (iv) Other than as expressly specified in Sections 23.1(i), (ii), (iii),
        (v) or (vi) hereof or Section 12.10 of the First Supplemental Agreement
        of Lease, dated as March 27, 2001, between Landlord and Tenant, in which
        case the notice and cure periods specified therein shall apply, the
        failure by Tenant to observe or perform any of the covenants or
        provisions of this Lease (including the Work Letter) to be observed or
        performed by Tenant, where such failure shall continue for a period of
        thirty (30) days following notice thereof from Landlord to Tenant. If
        the nature of the Default is such that more than thirty (30) days are
        reasonably required for its cure, then Tenant shall not be deemed to be
        in Default if Tenant shall commence such cure within said thirty-day
        period and thereafter diligently prosecutes such cure to completion,
        which completion shall occur not later than one hundred twenty (120)
        days from the date of such notice from Landlord;

        (v) (a) The making by Tenant of any general assignment for the benefit
        of creditors; (b) the filing by or against Tenant of a petition to have
        Tenant adjudged a bankrupt or a petition for reorganization or
        arrangement under any law relating to bankruptcy unless, in the case of
        a petition filed against Tenant the same is dismissed within one hundred
        twenty (120) days; (c) the appointment of a trustee or receiver to take
        possession of substantially all of Tenant's assets located at the
        Premises or of Tenant's interest in this Lease, where possession is not
        restored to Tenant within one hundred twenty (120) days; or (d) the
        attachment, execution or other judicial seizure of substantially all of
        Tenant's assets located at the Premises


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        or of Tenant's interest in this Lease, where such seizure is not
        discharged within 120 days; or

        (vi) The failure by Tenant to complete the Improvements in accordance
        with the terms and provisions of this Lease and the Work Letter and/or
        open the Premises to the general public for the business described in
        Section 8.1 of this Lease within the later of (a) twelve (12) months
        following the Substantial Completion of the Minimum Landlord's Work or
        (b) eighteen (18) months after the installation of the concrete deck on
        the fourth (4th) floor of the Premises, subject to extension due to
        Force Majeure and/or Landlord Delay, it being agreed that no such
        extensions shall be aggregated if and to the extent concurrent, where
        such failure shall continue for a period of thirty (30) days following
        notice from Landlord to Tenant.

        Any notice provided for in this Section 23.1 shall be in addition to,
        and not in lieu of, any statutorily required notice regarding unlawful
        detainer actions.

        In the event that this Lease is terminated by notice as provided for in
        Section 23.1(v) hereof and Tenant shall thereafter seek protection under
        the Federal Bankruptcy Laws or any state equivalent, then Tenant if a
        debtor-in-possession agrees to consent to any application by Landlord to
        terminate the automatic stay provisions of the Federal Bankruptcy Code
        on the grounds that there is no equity in this Lease as a result of the
        pre-petition termination notice.

                23.2 Remedies. In the event of any Default, in addition to any
        other remedies available to Landlord at law or in equity, Landlord shall
        have the immediate option to terminate this Lease


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        and all rights of Tenant hereunder. In the event that Landlord shall
        elect to so terminate this Lease then Landlord may recover from Tenant:

        (i) the worth at the time of award of any unpaid Rent which had been
        earned at the time of such termination; plus

        (ii) the worth at the time of award of the amount by which the unpaid
        Rent which would have been earned after termination until the time of
        award exceeds the amount of such rental loss that Tenant proves could
        have been reasonably avoided; plus

        (iii) the worth at the time of award of the amount by which the unpaid
        Monthly Base Rent for the balance of the Term after the time of award
        exceeds the amount of such rental loss that Tenant proves could be
        reasonably avoided.

        As used in Section 23.2 (i) and (ii) hereof, the "worth at the time of
        award" is computed by allowing interest at the prime, base or reference
        rate of The Chase Manhattan Bank of New York, or its successors, from
        time to time, charged to its most favored customers on commercial loans
        having a 90-day duration (the "PRIME RATE") plus two percent (2%) (for
        example, if the Prime Rate was 8%, then the worth at the time of the
        award would be computed using a per annum interest rate of 10%). As used
        in Section 23.2(iii) hereof, the "worth at the time of award" is
        computed by discounting such amount by the Prime Rate at the time of
        award. Notwithstanding anything to the contrary contained in this Lease,
        neither Landlord nor Tenant shall be liable for consequential or
        punitive damages


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        which may be suffered by the other as a result of a default by Landlord
        or default by Tenant under this Lease.

                23.3 Re-entry. In the event of any Default, Landlord shall also
        have the right, without demand or notice, without terminating this
        Lease, to re-enter the Premises and remove all persons and property from
        the Premises, either by summary proceedings or by action at law, without
        being deemed guilty of trespass and without prejudice to any remedies
        for nonpayment or late payment of any Rent or breach of any covenant.
        Such property may be removed and stored in a public warehouse or
        elsewhere at the cost of and for the account of Tenant. If Landlord
        elects to re-enter the Premises, Landlord may terminate this Lease, or
        from time to time, without terminating this Lease, may relet all or any
        part of the Premises as agent for Tenant for such term or terms and at
        such rental and upon such other terms and conditions as Landlord may
        deem advisable, with the right to make alterations and repairs to the
        Premises as Landlord, in Landlord's reasonable judgment, considers
        advisable and necessary for the purpose of reletting the Premises. No
        re-entry or taking possession of the Premises by Landlord pursuant to
        this Section 23.3 shall be construed as an election to terminate this
        Lease unless notice of such intention is given to Tenant or unless the
        termination thereof is decreed by a court of competent jurisdiction.

        If Landlord terminates this Lease or re-enters the Premises pursuant to
        this Article 23, Tenant shall remain liable (in addition to accrued
        liabilities) for: (i) any unpaid Rent due at the time of termination,
        plus interest thereon from the due date at the Prime Rate; provided,
        however, that if such interest is limited by law to a lesser amount,
        Landlord shall be entitled to the maximum amount of interest permitted
        by law, (ii) subject to clause (v) of this paragraph, Rent until the
        date this Lease would have expired had such termination not occurred;
        (iii) any and all reasonable expenses (including all reasonable
        attorneys' fees, costs and brokerage fees) incurred by Landlord in
        re-entering and repossessing the Premises, in making good any Default by
        Tenant, in protecting and preserving the Premises by


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        use of watchmen and caretakers and in reletting the Premises (subject to
        the provisions of the immediately preceding paragraph and provided that
        Tenant shall not be liable for any expenses incurred by Landlord with
        respect to alterations which are not consistent with the use of the
        Premises as an athletic club and/or a use(s) complementary to an
        athletic club); and (iv) any other amount reasonably necessary to
        compensate Landlord for any other detriment actually caused Landlord by
        Tenant's failure to perform its obligations under this Lease, less (v)
        the net proceeds received by Landlord from any reletting prior to the
        date this Lease would have expired if it had not been terminated. Tenant
        agrees to pay to Landlord the amount so owed above for each month during
        the Term, at the beginning of each such month. Any suit brought by
        Landlord to enforce collection of such amount for any one month shall
        not prejudice Landlord's right to enforce the collection of any such
        amount for any subsequent month. In addition to the foregoing, and
        without regard to whether this Lease has been terminated, Tenant shall
        pay to Landlord all costs incurred by Landlord, including reasonable
        legal fees and costs, with respect to any lawsuit or action instituted
        or taken by Landlord to enforce the provisions of this Lease. Tenant's
        liability shall survive the institution of summary proceedings and the
        issuance of a warrant or writ thereunder.

        If Landlord terminates this Lease, Landlord shall have the right at any
        time, at its sole option, to require Tenant to pay to Landlord on
        demand, as liquidated and agreed final damages in lieu of Tenant's
        liability hereunder: (i) the then present cash value of the Rent, and
        all other sums which would have been payable under


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        this Lease from the date of such demand to the date when this Lease
        would have expired if it had not been terminated, minus (ii) the fair
        market value of the Premises for the same period; provided, however,
        that if such damages are limited by law to a lesser amount, Landlord
        shall be entitled to prove as liquidated damages the maximum amount
        permitted by law.

        Landlord shall use commercially reasonable efforts to relet the Premises
        in the event this Lease is terminated pursuant to the provisions of this
        Article 23.

        Tenant, on its own behalf and on behalf of all persons claiming through
        Tenant, including, but not limited to, all creditors, does hereby waive
        any and all rights and privileges, so far as is permitted by law, which
        Tenant and all such persons might otherwise have under any present or
        future law: (i) to redeem the Premises; (ii) to reenter or repossess the
        Premises; (iii) to restore the operation of this Lease, with respect to
        any dispossession of Tenant by judgment, warrant or writ of any court or
        judge, or any re-entry by Landlord, any expiration or termination of
        this Lease, whether such dispossession, re-entry, expiration or
        termination of this Lease shall be by operation of law or pursuant to
        the provisions of this Lease; or (iv) to the service of any notice of
        intention to re-enter or notice to quit which may otherwise be required
        to be given. The words "disposition," "re-enter", and "re-elected" as
        used in this Lease shall not be deemed to be restricted to their
        technical meanings.

        In the event of any breach or threatened breach by Tenant or any persons
        claiming through Tenant of any of the provisions contained in this
        Lease, Landlord shall be


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        entitled to enjoin such breach or threatened breach and shall have the
        right to invoke any right or remedy allowed at law, in equity, or
        otherwise.

                23.4 Cumulative Rights. Except as otherwise expressly provided
        in this Lease, all rights, options and remedies of Landlord contained in
        this Lease shall be construed and held to be cumulative, and no one of
        them shall be exclusive of the others, and Landlord shall have the right
        to pursue any one or all of such remedies or any other remedy or relief
        which may be provided by law, whether or not stated in this Lease. No
        waiver of any Default shall be implied from any acceptance by Landlord
        of any rent or other payments due hereunder or any omission by Landlord
        to take any action on account of such Default if such Default persists
        or is repeated, and no express waiver shall affect Defaults other than
        as specified in said waiver.

                23.5 Waiver of Trial by Jury. Tenant hereby waives all right to
        trial by jury in any claim, action, proceeding or counterclaim by
        Landlord against Tenant on any matters arising out of or in any way
        connected with this Lease, the relationship of Landlord and Tenant,
        and/or Tenant's use or occupancy of the Premises."

                                    ARTICLE 6

                     SECURITY AGREEMENTS/LEASEHOLD MORTGAGES

Section 6.1 A new Article 56 is added to the Lease to read in its entirety as
follows:

                "56. SECURITY AGREEMENTS/LEASEHOLD MORTGAGES.

        56.1 (a) Subject to the limitations of this Article 56, Tenant shall
        have the right to mortgage and pledge its interest in and to this Lease,
        provided and on condition that any such mortgage, pledge or other
        similar lien instrument (a "LEASEHOLD Mortgage") shall be given to an
        Authorized Institution (as herein defined and an Authorized Institution
        holding a Leasehold Mortgage shall hereunder be referred to as an
        "AUTHORIZED HOLDER"). Any such Leasehold Mortgage shall be subject and
        subordinate to the rights of Landlord under this Lease and the Senior
        Interest Holders. Landlord shall not be obligated to recognize a holder
        of any Leasehold


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        Mortgage, nor shall any such holder be entitled to any of the rights
        granted to an Authorized Holder in this Article, unless such holder
        shall be an Authorized Institution.

        (b) No Authorized Holder of a Leasehold Mortgage on this Lease shall
        have the rights or benefits mentioned in this Article 56, nor shall the
        provisions of this Article be binding upon Landlord, unless and until an
        executed counterpart of such Leasehold Mortgage or a copy certified by
        the Authorized Holder or by the recording officer to be true, shall have
        been delivered to Landlord, together with a certified copy of all other
        ancillary or security documents (collectively, "LEASEHOLD FINANCING
        DOCUMENTS"). Within fifteen (15) business days after request by Tenant,
        Landlord shall provide to any proposed holder of a Leasehold Mortgage a
        statement as to whether such proposed holder is an Authorized Holder and
        whether or not any notice of default under this Lease has been delivered
        to Tenant. Except as otherwise set forth in such statement, such
        statement shall stop Landlord from asserting that such holder is not an
        Authorized Holder, but shall create no liability on Landlord, and, if
        the same states that such proposed holder is not an Authorized Holder,
        shall set forth the reasons therefor in reasonable detail. In no event,
        however, shall any failure by Tenant or other party to comply with the
        terms of any such Leasehold Mortgage, including, without limitation, the
        use of any proceeds of any debt, the repayment of which is secured by
        such Leasehold Mortgage, be deemed to invalidate the lien of such
        Leasehold Mortgage.

        (c) Tenant and/or the Authorized Holder of such Leasehold Mortgage shall
        send to Landlord an executed counterpart of any amendment, modification
        or


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        extension of such Leasehold Mortgage or any other Leasehold Financing
        Documents promptly after the same are executed.

        56.2 If Tenant shall mortgage this Lease in compliance with the
        provisions of this Article 56, then so long as any such Leasehold
        Mortgage shall remain unsatisfied of record, the following provisions
        shall apply:

        (a) Landlord, upon serving Tenant with any notice of default pursuant to
        the provisions of Article 23 hereof, shall also serve a copy of such
        notice upon the Authorized Holder at the address provided for in Section
        56.2(e) hereof, and as to such Authorized Holder only, no notice by
        Landlord to Tenant hereunder shall be deemed to have been duly given
        unless and until a copy thereof has been so served.

        (b) Any Authorized Holder, in case Tenant shall be in default hereunder,
        shall, within the period set forth herein to cure such default and
        otherwise as herein provided, have the right to remedy such default, or
        cause the same to be remedied, and Landlord shall accept such
        performance by or at the instance of such Authorized Holder as if the
        same had been made by Tenant.

        (c) Anything herein contained to the contrary notwithstanding, upon the
        occurrence of a Default, Landlord shall take no action to effect a
        termination of this Lease without first giving to the Authorized Holder
        at the address provided for in Section 56.2(e) hereof written notice
        thereof and, as to such Authorized Holder only, (x) with respect to any
        Default which can be cured by payment of money, five (5) business days
        thereafter within which to cure any such monetary


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        Default; provided, however, that such Authorized Holder shall, within
        such five (5) business day period, deliver to Landlord a valid, legal
        and binding written understanding by such Authorized Holder to
        indemnify, defend and hold harmless Landlord and the Condominium
        Association (if applicable) from and against all Claims actually or
        allegedly arising from or in connection with such Default and Landlord's
        forbearing from terminating the Lease; and (y) with respect to such
        other Defaults (individually and collectively, "NON-MONETARY DEFAULTS"),
        a reasonable time thereafter within which either to obtain possession of
        the Leasehold Mortgaged property (including possession by a receiver) or
        to institute, prosecute and complete foreclosure proceedings or
        otherwise acquire Tenant's interest under this Lease with diligence;
        provided, however, that such Authorized Holder shall, within thirty (30)
        days following any such Non-Monetary Default, deliver to Landlord a
        valid, legal and binding written undertaking by such Authorized Holder
        to cure such default subject to and in accordance with the applicable
        provisions of the balance of this Article 56, to pay to Landlord all
        Rent then due and owing to Landlord from Tenant and to indemnify, defend
        and hold harmless Landlord and the Condominium Association (if
        applicable) from and against all Claims actually or allegedly arising
        from or in connection with such Default and Landlord's forbearing from
        terminating this Lease; provided, further, however, that:

        (i) such forbearance shall not subject Landlord to criminal prosecution
        or subject all or any portion of the Development to lien or sale
        (without limiting the application of the above Landlord shall be deemed
        subject to prosecution for a crime if Landlord, or its managing agent,
        if any, or any officer, director, partner,


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        shareholder or employee of Landlord or its managing agent as an
        individual, is charged with a crime of any kind or degree whatsoever,
        whether by summons or otherwise);

        (ii) such forbearance shall not be in breach of any covenant,
        representation or warranty of any Senior Interest;

        (iii) such Authorized Holder shall promptly, diligently and continuously
        prosecute the cure of such event of default; and

        (iv) such Authorized Holder upon obtaining possession or acquiring
        Tenant's interest under this Lease, shall be required promptly to cure
        all defaults then susceptible of being cured prior to the expiration of
        the applicable notice and grace periods expressly provided for in this
        Lease which periods shall not commence to elapse until the date on which
        such Authorized Holder shall obtain possession or acquire Tenant's
        interest under this Lease; provided, however, that: (1) such Authorized
        Holder shall not be obligated to continue such possession or to continue
        such foreclosure proceedings after any such default shall have been
        cured; (2) nothing herein contained shall preclude Landlord, subject to
        the provisions of this Article 56, from exercising any rights or
        remedies under this Lease with respect to the occurrence of any other
        event of default during the pendency of any foreclosure proceedings; (3)
        such Authorized Holder shall agree with Landlord in writing made within
        twenty (20) days after request therefor by Landlord (given after the
        occurrence of a Default), to comply during the period of such
        forbearance with such of the agreements, terms, conditions and covenants
        of this Lease as are susceptible of being complied with by such
        Authorized Holder (it being agreed that any agreement, term, condition
        or covenant that can be performed or cured solely by payment of money
        shall be susceptible of being complied with by such Authorized Holder);
        and (4) any default by Tenant not susceptible of being cured by such
        Authorized Holder shall be deemed to have been waived by Landlord upon
        such possession or acquisition of Tenant's interest in this Lease by
        such Authorized Holder. It is understood and agreed that such


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        Authorized Holder, or its designee, or any purchaser in foreclosure
        proceedings (including, without limitation, a corporation formed by such
        Authorized Holder) may become the legal owner of this Lease through any
        foreclosure proceedings or by assignment of this Lease in lieu of
        foreclosure; provided, however, that such legal owner shall (A) comply
        with the applicable provisions of this Article 56 and (B) within thirty
        (30) days after obtaining possession of or acquiring Tenant's interest
        under this Lease or acquiring control of Tenant's interest under this
        Lease (provided that the mere appointment of a receiver shall not be
        deemed to place such Authorized Holder in control unless such Authorized
        Holder has the ability to direct the appointment of a Qualified Manager)
        (aa) at all times retain a manager or operator ("QUALIFIED MANAGER") for
        the Premises which has demonstrated experience and expertise in the
        operation of sports fitness clubs consistent with the operations
        required of Tenant under this Lease (which obligation to retain a
        Qualified Manager shall be a continuous and ongoing obligation of any
        such entity holding Tenant's interest under this Lease) and shall have
        notified Landlord of such Qualified Manager and delivered reasonable
        documentation as to the experience and expertise of such Qualified
        Manager to Landlord, or (bb) assign Tenant's interests in this Lease in
        accordance with the terms and conditions of Article 24 hereof. If a
        dispute arises with respect to the experience and/or expertise of a
        Qualified Manager which dispute is not resolved within ten (10) days
        after notice thereof to the other party, either party may by notice to
        the other submit the dispute to arbitration in accordance with Section
        7.3 hereof.

        (d) In the event of the termination of this Lease prior to the
        expiration of the term of this Lease, whether by summary proceedings to
        dispossess, service of notice to terminate, or otherwise, due to an
        event of default, Landlord shall serve upon the Authorized Holder at the
        address provided for in Section 56.2(e) hereof written notice that this
        Lease has been terminated together with a statement of any and all sums
        which would at that time be due under this Lease but for such


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        termination, and of all other events of default, if any, under this
        Lease then known to Landlord. Such Authorized Holder shall thereupon
        have the option to obtain a new lease in accordance with and upon the
        following terms and conditions:

                Upon the written request of such Authorized Holder given within
                thirty (30) days after service of such notice from Landlord that
                this Lease has been terminated, Landlord shall enter into a new
                lease of the Premises with such Authorized Holder, or its
                designee, as follows:

                        Such new lease shall be entered into at the cost
                        (including, without limitation, reasonable attorneys'
                        fees, disbursements and expenses and any real estate
                        transfer or transfer gains taxes imposed, primarily or
                        secondarily, on Landlord by reason of such termination
                        and/or the granting of such new lease) of the tenant
                        thereunder, shall be effective as of the date of the
                        termination of this Lease, and shall be for the
                        remainder of the term of this Lease and at the rent and
                        upon all the agreements, terms, covenants and conditions
                        contained in this Lease, including any applicable rights
                        of the lease extension. Such new lease shall require the
                        tenant to perform any unfulfilled obligation of Tenant
                        under this Lease which is susceptible of being performed
                        by such tenant, including, without limitation, curing
                        any default which can be cured by the payment of a sum
                        of money. To the extent that Landlord's Work shall have
                        theretofore been completed, Landlord shall have no
                        further liability with respect to the initial
                        construction of Landlord Work's. Such new lease shall
                        provide that there shall be no liability on the part of
                        Landlord for any holdover by Tenant. Upon the execution
                        of such new lease, the tenant named therein shall pay
                        any and all sums which would at the time of the
                        execution thereof be due under this Lease but for such
                        termination and shall pay all expenses, including (i)
                        reasonable attorneys' fees, court costs and
                        disbursements and expenses and any real estate transfer
                        or transfer gains taxes imposed, primarily or
                        secondarily, on Landlord by reason of such termination
                        and/or the granting of such new lease and (ii) any costs
                        and expenses incurred by


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                        Landlord in connection with such default and
                        termination, the recovery of possession of the Premises,
                        and the preparation, execution and delivery of such new
                        lease.

        (e) Any notice or other communication which Landlord shall desire or is
        required to give to or serve upon any Authorized Holder shall be in
        writing and shall be served by certified mail, addressed to such
        Authorized Holder at its address as set forth in such Leasehold
        Mortgage, or in the last assignment thereof delivered to Landlord
        pursuant to Article 9 hereof or at such other address as shall be
        designated by such Authorized Holder by notice in writing given to
        Landlord by certified mail.

        (f) Any notice or other communication which any Authorized Holder shall
        desire or is required to give to or serve upon Landlord shall be deemed
        to have been duly given or served if sent by certified mail addressed to
        Landlord at Landlord's addresses as set forth in Article 9 hereof or at
        such other addresses (including, without limitation, to Senior Interest
        Holders designated by Landlord) as shall be designated by Landlord by
        notice in writing given to such Authorized Holder by certified mail.

        (g) Each such notice and communication provided for under this Section
        56.2 shall be governed by the provisions of Article 9 hereof.

        56.3 If any Authorized Holder or its designee shall obtain possession of
        or acquire title to Tenant's interest in this Lease, by foreclosure of
        the Leasehold Mortgage or by assignment in lieu of foreclosure or by an
        assignment to a nominee or wholly-owned subsidiary corporation of such
        Authorized Holder or its


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<PAGE>   18
        designee, or under a new lease subject to and in accordance with this
        Article 56, such Authorized Holder or such designee may assign this
        Lease or such new lease, as the case may be, and notwithstanding
        anything contained in Section 24.4 hereof, shall thereupon be released
        from all liability for the performance or observance of the agreements,
        terms, covenants and conditions in such lease contained on Tenant's part
        to be performed and observed from and after the date of such assignment,
        provided and on condition that (i) such Authorized Holder or such
        designee shall have complied with (a) the second sentence of Section
        24.1 hereof and (b) the terms and conditions of Section 24.2 hereof,
        (ii) such assignee shall have in the reasonable judgement of Landlord,
        sufficient financial worth to perform the obligations of Tenant under
        this Lease as evidenced by the submission to Landlord of evidence
        reasonably satisfactory to Landlord of the financial worth of any such
        assignee and (iii) such assignee shall at all times retain a Qualified
        Manager for the Premises and shall have notified Landlord of such
        Qualified Manager and delivered reasonable documentation as to the
        experience and expertise of such Qualified Manager to Landlord.

        56.4 For all purposes of the Lease, an "AUTHORIZED INSTITUTION" means
        (a) a bank, savings and loan institution, trust or insurance company,
        real estate investment trust, a pension, welfare or retirement fund, an
        eleemosynary institution, a commercial bank or trust company acting as
        trustee in connection with the issuance of any bonds or any other debt
        financing (securitized or otherwise), a special purpose corporation or
        other entity established for the purpose of securitized financing which
        is owned wholly by any other Authorized


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<PAGE>   19
        Institution(s), or any combination of the foregoing, acting for its own
        account or as a trustee, provided, that each of the above entities, or
        any combination of such entities, shall qualify as an Authorized
        Institution for purposes of this Lease only if (i) each such entity is
        not a related entity of Tenant and (ii) each such entity, or combination
        of such entities, or the parent or parents of such entity or entities,
        or a guarantor reasonably satisfactory to Landlord of each such entity
        under a guaranty to and for the benefit of Landlord in form and
        substance reasonably satisfactory to Landlord, shall have individual or
        combined, as the case may be, net worth of at least $100,000,000
        (subject to CPI Increase each Lease Year, commencing with the first
        Lease Year) as of the date of the giving of a Leasehold Mortgage by
        Tenant to any such aforementioned Person, or (b) a governmental or
        quasi-governmental instrumentality."

                                    ARTICLE 7

                                    NDC RENT

Section 7.1. A new Article 57 is added to the Lease to read in its entirety as
follows:

"57. NDC RENT.

        57.1 Definitions. For purposes of this Lease, each of the following
        terms shall have the meaning given such term in this Section 57.1 or in
        the Section of this Lease indicated:


               (aa) "NET DISTRIBUTABLE CASH" for any period after the opening of
the Club for business shall mean the amount, if any, by which Gross Cash
Receipts (as defined below) exceed the sum of Expenditures (as defined below)
and additions to Reserves (as defined below) if and to the extent permitted in
this Article 57, in each instance, for such period.


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<PAGE>   20
               (bb) "GROSS CASH RECEIPTS" for any period after the opening of
the Club for business shall mean all revenue and income of any nature derived by
Tenant or an Affiliate (exclusive of the Management Fee) for such period from
the Premises or the use or operation thereof, including, without limitation,
amounts released from Reserves, rent, fees, proceeds from business interruption
insurance, governmental allowances and awards and other forms of payments or
awards from any source whatsoever, determined on a cash basis, but exclusive of
any proceeds from (1) Tenant's financing of the leasehold created by this Lease,
(2) any sale, direct or indirect, of any interest in Tenant or Tenant's
operations (it being agreed, however, that the proceeds from any sale of used
Trade Fixtures or Improvements, for salvage value or otherwise, that are not a
part of any sale, direct or indirect, of any interest in Tenant or Tenant's
operations would constitute Gross Cash Receipts), (3) any assignment of Tenant's
interest in this Lease and (4) any subletting of all of the Premises if,
immediately after such subletting, Tenant or an Affiliate shall no longer be in
day to day control of the operations of the Club; provided, however, that in the
event of any subletting immediately after which Tenant or an Affiliate shall no
longer be in day-to-day control of the operations of the Club, NDC Rent shall
continue to be calculated, and due from Tenant, as set forth in this Lease but
as if such subtenant were the tenant under this Lease. Gross Cash Receipts shall
further include, without limitation, any income derived by Tenant or an
Affiliate (whether such income is derived from cash or the receipt of other
non-cash assets such as stock) from the exploitation in connection with the
Premises or the use or operation thereof of any trademark, tradename or other
intellectual property of Tenant or an Affiliate, including, without limitation,
from the "naming" of the Club and the sale of any branded merchandise at the
Club; it being agreed, however, that if and to the extent any such intellectual
property is exploited other than in connection with the


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<PAGE>   21
Premises or the use or operation of the Premises, then Gross Cash Receipts shall
include only the equitable portion, if any, of cash and only the equitable
portion, if any, of the fair market value of any non-cash assets received from
the exploitation of such intellectual property, in each such instance, in
connection with the Premises or the use or operation of the Premises.

               (cc) "EXPENDITURES" for any period after the opening of the Club
for business shall mean all cash expenditures made by Tenant or on behalf of
Tenant for such period solely in connection with the Premises, the use or
operation of the Premises or activities outside the Premises but, in the case of
any activities outside the Premises, only if and to the extent that the revenue
and income therefrom is included in Gross Cash Receipts. Without limiting the
foregoing, Expenditures shall include, if and to the extent expended in
connection with the Premises or the use or operation thereof, (i) financing
payments (including principal and interest) and lease payments for fixtures,
furniture and equipment (collectively "FF&E PAYMENTS"); it being agreed,
however, that no such payments shall be included in Expenditures in connection
with any financing or leasing of more than $2,192,000 worth of the initial
fixtures, furniture and equipment needed to open the Club, (ii) the cost of
operating, repairing and maintaining the Premises, (iii) capital expenditures,
(iv) the Management Fee (as defined below) and (v) Start Up Costs (as defined
below) as if incurred the day after the Club opens for business. Expenditures
shall exclude (1) general overhead and administrative expenses, other than the
Management Fee, (2) non-cash expenses, including depreciation, (3) debt service
(including loan amortization) (other than FF&E Payments, which shall be included
in Expenditures if and to the extent set forth above), (4) federal and state
income taxes (it being agreed that Expenditures shall include any sales taxes,
business taxes, gross receipts taxes, or other taxes of a similar nature
assessed at the local level), (5) the hard and soft costs and expenses incurred
by Tenant in the development


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<PAGE>   22
of the Premises in order to open the Club (other than FF&E Payments, if and as
aforesaid), and (6) NDC Rent (as defined below).

               (dd) "RESERVES" for any period after the opening of the Club for
business shall mean a reasonable and customary portion of Gross Cash Receipts
(including, without limitation, unearned initiation fees, prepaid dues, prepaid
services, prepaid rents, prepaid payments and security deposits solely with
respect to the Premises) for such period that are set aside by Tenant from such
Gross Cash Receipts for reasonably anticipated expenditures required to
maintain, repair and operate the Club in the Premises in the future in a manner
comparable to other clubs operated by Tenant or an Affiliate (exclusive of the
exclusions from Expenditures set forth in clauses (1) through (6) of the
definition of Expenditures); provided that Reserves for any Lease Year shall not
include an amount for capital expenditures greater than 3% of Gross Cash
Receipts for such Lease Year and then only if and to the extent such amount is
actually set aside for capital expenditures. Security deposits shall be added to
Reserves at the later of when received and the Club's opening and shall be
deemed released only if, as and when forfeited or refunded.

               (ee) "MANAGEMENT FEE" shall mean an amount equal to six percent
(6%) of Gross Cash Receipts for a Lease Year or partial Lease Year; it being
agreed, however, that Gross Cash Receipts, for this purpose only, shall exclude
(i) prepaid dues and initiation fees until earned and released from Reserves,
(ii) prepaid rents and other prepaid payments until applied and released from
Reserves, (iii) security deposits until forfeited and released from Reserves and
(iv) any monies being released from Reserves (for example, but without
limitation, for capital expenditures) if such monies were previously included in
the calculation of a Management Fee when first received by Tenant.


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<PAGE>   23
               (ff) "ADJUSTED NET DISTRIBUTABLE CASH" shall mean an amount equal
to the Net Distributable Cash for a Lease Year minus, in the following order,
the sum of (i) the Percentage Operating Loss Return Payment (as hereinafter
defined), if any, for such Lease Year plus (ii) the aggregate amount of
Percentage Operating Loss Return Payments for prior Lease Years, if any, which
have not been paid to Tenant (other than in violation of the last sentence of
this Section 57.1(f)), plus (iii) the then Outstanding Operating Loss (as
defined below), if any, plus (iv) the Percentage Equity Return Payment (as
hereinafter defined), if any, for such Lease Year plus (v) the aggregate amount
of Percentage Equity Return Payments for prior Lease Years, if any, which have
not been paid to Tenant (other than in violation of the last sentence of this
Section 57.1(f)) plus (vi) the then Outstanding Capital Investment, if any.
Tenant shall apply any and all Net Distributable Cash against the preceding
items (i) through (vi) in such order and in accordance with customary accounting
practices consistently applied.

               (gg) "OPERATING LOSS" for a period shall mean an amount, if any,
by which the sum of Expenditures and additions to Reserves if and to the extent
permitted in this Article 57 for such period exceeds Gross Cash Receipts for
such period.

               (hh) "PERCENTAGE OPERATING LOSS RETURN PAYMENT" shall mean an
amount equal to a ten percent (10%) per annum cumulative, annual compounding
return on the aggregate Outstanding Operating Loss (as hereinafter defined).

               (ii) "OUTSTANDING OPERATING LOSS" shall mean the portion, if any,
of the aggregate of all Operating Losses which have not, as of such date, been
recouped by Tenant (other than in violation of the last sentence of Section
57.1(f) hereof).


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<PAGE>   24
               (jj) "PERCENTAGE EQUITY RETURN PAYMENT" shall mean an amount
equal to an eleven percent (11%) per annum cumulative, annual compounding return
on the aggregate Outstanding Capital Investment (as hereinafter defined).

               (kk) "CAPITAL INVESTMENT" shall mean the aggregate hard and soft
costs and expenses actually incurred by or on behalf of Tenant prior to the
opening of the Club for business in order to open the Club for business,
including, without limitation, costs of tenant improvements, furniture, fixtures
and equipment and the costs of building out the presale office of the Club, but
exclusive of (A) any fixtures, furniture or equipment that is the subject of any
FF&E Payments if and to the extent such FF&E Payments are included in
Expenditures, (B) the Allowance and any other contributions or payments made by
Landlord to Tenant on account of any work or installation made in the Premises
and (C) Start Up Costs; it being agreed, however, that Capital Investment, as of
the Commencement Date, shall not exceed $9,000,000 in the aggregate.

               (ll) "OUTSTANDING CAPITAL INVESTMENT" shall mean an amount equal
to that portion, if any, of the Capital Investment which has not, as of such
date, been recouped by Tenant. Tenant shall apply any and all Adjusted Net
Distributable Cash against the then Outstanding Capital Investment in accordance
with customary accounting practices consistently applied.

               (mm) "START UP COSTS" shall mean all costs incurred by or on
behalf of Tenant prior to the opening of the Club solely in connection with the
opening of the Club that are not hard and soft costs of the performance of
improvements in and to the Premises (such improvements including, without
limitation, the build out of the presale office for the Club) or of


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<PAGE>   25
furniture, fixtures and equipment. Start Up Costs include, without limitation,
costs incurred in connection with the sale of memberships before the opening of
the Club and the hiring and training of Club personnel, including, without
limitation, costs incurred in connection with operating any pre-sale office,
personnel costs, commissions and marketing.

        57.2 NDC Rent.

        (a) Tenant shall pay to Landlord, as Additional Rent and in the manner
        hereinafter provided, an amount equal to twenty-five percent (25%) of
        any Adjusted Net Distributable Cash for a Lease Year or partial Lease
        Year (the "NDC RENT"). NDC Rent shall be payable on a quarterly basis
        (as estimated by Tenant in good faith based on Tenant's books and
        records) contemporaneously with the delivery of a Quarterly Statement
        (as hereinafter defined).

        (b) (i) On or before the thirtieth (30th) day following the expiration
        of each quarterly period during the Term, Tenant shall deliver to
        Landlord a quarterly statement (each a "QUARTERLY STATEMENT") signed and
        certified by the Financial Officer of Tenant, to be true and correct to
        the best knowledge of the Financial Officer of Tenant disclosing the
        Adjusted Net Distributable Cash for the preceding quarterly period and
        an itemization of the Net Distributable Cash, the Gross Cash Receipts,
        the Expenditures, the Reserves, the Management Fee, the Operating Loss,
        the Percentage Operating Loss Return Payment, the Outstanding Operating
        Loss, the Percentage Equity Return Payment and the Outstanding Capital
        Investment for such period which were used to compute the Adjusted Net
        Distributable Cash and the NDC Rent for such period.


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<PAGE>   26
        (ii) Tenant shall submit to Landlord, on or before the ninetieth (90th)
        day following the end of each Lease Year (including, without limitation,
        the last Lease Year or partial Lease Year during the Term of the Lease,
        as to which Tenant's obligation to pay NDC Rent shall survive the
        Expiration Date or sooner termination of this Lease) an auditor's report
        (each, a "NDC STATEMENT"), which shall (A) be prepared, at Tenant's sole
        cost and expense, by a so-called "Big 5" accounting firm ("TENANT'S
        ACCOUNTING FIRM") and (B) disclose the Adjusted Net Distributable Cash
        and the NDC Rent for such Lease Year. Each NDC Statement shall disclose
        the Adjusted Net Distributable Cash and the NDC Rent for such Lease Year
        or fraction of a Lease Year and an itemization of the Net Distributable
        Cash, the Gross Cash Receipts, the Expenditures, the Reserves, the
        Management Fee, the Operating Loss, the Percentage Operating Loss Return
        Payment, the Outstanding Operating Loss, the Percentage Equity Return
        Payment and the Outstanding Capital Investment for such period which
        were used to compute the Adjusted Net Distributable Cash and the NDC
        Rent. Subject to Landlord's right to dispute such NDC Statement pursuant
        to Article 58 hereof, if such NDC Statement shall show that the amounts,
        if any, paid to Landlord under Section 57.2(a) hereof exceed the amount
        actually due under such NDC Statement for such Lease Year, then Landlord
        shall credit Tenant the amount of such overpayment (together with
        interest thereon at the Prime Rate less five percent (5%)) (e.g., if the
        Prime Rate was 8%, then interest thereon would be calculated at a per
        annum rate of 3%), but not less than three percent (3%) from the date
        such overpayment was paid to Landlord to the date such overpayment is
        credited or refunded, as applicable, as provided in this Section if the
        actual amount of NDC Rent actually received by Landlord under Section
        57.2(a) hereof was more than ten percent (10%) higher than the actual
        amount due and payable to Landlord pursuant to Section 57.2(a) hereof)
        against the next accruing installment(s) of NDC Rent and if the amount
        of the credit exceeds the amount of the subsequent installment(s) of NDC
        Rent due under this Lease, the excess, together with the aforementioned
        interest, shall be refunded to Tenant within thirty (30) days of the
        receipt of such NDC Statement. If such NDC Statement shall show that the


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<PAGE>   27
        amounts, if any, paid to Landlord under Section 57.2(a) hereof are less
        than the amount actually due under the NDC Statement for such Lease
        Year, then Tenant shall pay the underpayment to Landlord
        contemporaneously with the delivery of such NDC Statement to Landlord,
        together with interest thereon from the date such payment was due to the
        date such payment is paid at the Prime Rate less five percent (5%))
        (e.g., if the Prime Rate was 8%, then interest thereon would be
        calculated at a per annum rate of 3%), but not less than three percent
        (3%), if the actual amount of NDC Rent payable to Landlord under Section
        57.2(a) hereof was more than ten percent (10%) higher than the amount
        paid to Landlord. The acceptance by Landlord of such NDC Statement, or
        payments of NDC Rent with respect thereto, shall be without prejudice
        and shall in no event constitute a waiver of Landlord's right to claim a
        deficiency in the payment of NDC Rent or to audit Tenant's books and
        records (as hereafter set forth) for a period of twenty-four (24) months
        from the date of receipt of such NDC Statement. If Landlord does not
        notify Tenant in writing of any dispute as to any NDC Statement within
        such twenty-four (24) month period, then Landlord shall waive its right
        to dispute such NDC Statement."

                                    ARTICLE 8

                                BOOKS AND RECORDS

Section 8.1. A new Article 58 is added to the Lease to read in its entirety as
follows:

"58. BOOKS AND RECORDS.

                58.1 (a) (i) In the event Tenant fails to maintain such books of
        account or other records as required hereunder adequate for Landlord to
        perform an audit of the accuracy of the NDC Statement ("REQUIRED
        RECORDS") as provided herein for the first Lease Year, then, in such
        event, the Adjusted Net Distributable Cash and the NDC Rent for such
        Lease Year shall be the amount which, in the opinion of Tenant's
        Accounting Firm, reflects a fair and accurate estimate of the Adjusted
        Net Distributable Cash and the NDC Rent for such first Lease Year,
        subject to Landlord's right to dispute such estimate pursuant to this
        Article 58.

        (ii) Tenant shall prepare and keep in Tenant's main accounting office in
        the United States of America for a period of not less than twenty-four
        (24) months


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<PAGE>   28
        following the end of each Lease Year (plus any additional time during
        which an audit or dispute with respect to the Adjusted Net Distributable
        Cash or the NDC Rent for such period is pending), true, complete and
        accurate books of account and records of the Net Distributable Cash, the
        Gross Cash Receipts, the Expenditures, the Reserves, the Management Fee,
        the Operating Loss, the Percentage Operating Loss Return Payments, the
        Outstanding Operating Loss, the Percentage Equity Return Payments and
        the Outstanding Capital Investment from which the Adjusted Net
        Distributable Cash and the NDC Rent can be determined.

        (iii) Landlord shall have the right, at any time and from time to time
        for a period of twenty-four (24) months following the submission of each
        NDC Statement to Landlord (which period shall be extended for any
        additional time during which an audit with respect thereto is pending),
        upon reasonable written notice, to cause a so-called "Big 5" accounting
        firm to perform on behalf of Landlord a complete audit to be made in
        accordance with standard auditing practices of all Required Records
        pertaining to the Adjusted Net Distributable Cash and the NDC Rent and
        of any one or more NDC Statements, and in connection with such audit, to
        examine the books of account and records (including, without limitation,
        all supporting data and any other records from which the Adjusted Net
        Distributable Cash and the NDC Rent may be tested or determined) of the
        Adjusted Net Distributable Cash and the NDC Rent disclosed in any
        statement given to Landlord; and as to Tenant's books of account and
        records, Tenant shall make all such books of account and records with
        respect to the Adjusted Net Distributable Cash and the NDC Rent
        available for such examination in the United States of America at the
        office where the same are regularly maintained. Landlord and Landlord's
        accounting firm shall have the right, at Landlord's sole cost and
        expense, to copy and duplicate such information as Landlord may require
        and use Tenant's duplicating machines in connection therewith. Tenant
        shall cooperate with Landlord and Landlord's accounting firm in
        connection with any such audit and shall furnish to Landlord and
        Landlord's accounting firm within ten (10) days after written demand
        representations signed and certified by the Financial Officer of Tenant
        to be true and correct as may be


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<PAGE>   29
        necessary for the issuance of an audit opinion by Landlord's accounting
        firm with respect to Adjusted Net Distributable Cash and the NDC Rent
        for any Lease Year. Landlord shall promptly provide Tenant with a copy
        of any such audit.

        (iv) If any such audit discloses that, with respect to the period for
        which Landlord conducted such audit, Tenant paid less NDC Rent than
        Tenant was obligated to pay in accordance with the terms and conditions
        of this Lease, then Tenant shall pay Landlord the amount of such
        underpayment (with interest thereon at the greater of ten percent (10%)
        per annum or the Prime Rate from the date such payment was due to the
        date such payment is paid) within thirty (30) days after demand therefor
        and, if the audit discloses that a NDC Statement was inaccurate and the
        actual amount of NDC Rent payable to Landlord was more than five percent
        (5%) higher than the amount paid by Tenant as a result of any such
        inaccuracy and/or if the audit discloses that a Quarterly Statement was
        inaccurate and the actual amount of NDC Rent payable to Landlord was
        more than ten percent (10%) higher than the amount paid by Tenant as a
        result of any such inaccuracy, then Tenant shall, in addition to such
        additional NDC Rent plus interest, pay to Landlord the reasonable actual
        out-of-pocket cost of such audit and examination incurred by Landlord
        (not to exceed $7,500.00 in each instance) within thirty (30) days after
        demand therefor. If any such audit discloses that, with respect to the
        period for which Landlord conducted such audit, Tenant paid more NDC
        Rent than Tenant was obligated to pay in accordance with the terms and
        conditions of this Lease, then Landlord shall credit the amount of such
        overpayment (with interest thereon at the Prime Rate from the date such
        overpayment was paid to Landlord to the date such overpayment is
        credited or refunded, as applicable, as provided in this Section
        58.1(a)(iv)) against the next accruing installment(s) of NDC Rent and if
        the amount of the credit exceeds the amount of the subsequent
        installment(s) of NDC Rent due under this Lease, the excess shall be
        refunded to Tenant within thirty (30) days after any such audit by
        Landlord. If any audit shall be commenced by Landlord or if there shall
        arise a dispute concerning the Adjusted Net Distributable Cash and/or
        the NDC Rent, then, and in any such event, the books of account and
        records required to be


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<PAGE>   30
        maintained shall be preserved and retained until such audit has been
        completed or there has been a final resolution or final determination of
        such dispute or any related litigation.

        (b) If Tenant shall fail to prepare and deliver any NDC Statement,
        Landlord shall have the right, in addition to any other rights or
        remedies Landlord may have hereunder, to audit the Required Records, and
        to prepare the statement or statements which Tenant has failed to
        prepare and deliver. Such audit shall be made and such statement(s)
        shall be prepared by an independent certified public accountant selected
        by Landlord. Subject to Tenant's arbitration rights under Article 59
        hereof, the statement(s) prepared by Landlord shall be conclusive and
        binding upon Tenant, and Tenant shall pay within fifteen (15) days after
        rendition of a bill, all expenses incurred in the preparation of such
        statement(s) and all sums, if any, as may be shown by such audit to be
        due as NDC Rent, together with interest thereon at the greater of ten
        percent (10%) per annum or the Prime Rate from the date such payment was
        due hereunder.

        (c) If a dispute arises with respect to the determination of the
        Adjusted Net Distributable Cash or NDC Rent payable hereunder which
        dispute is not resolved within thirty (30) days after the date that NDC
        Rent is due hereunder, then, at any time within twenty-four (24) months
        following submission of the applicable NDC Statement to Landlord (which
        period shall be extended for any additional time during which an audit
        with respect thereto is pending), either party may by notice to the
        other submit the dispute to arbitration pursuant to Article 59 hereof.
        Pending the determination of such dispute, Tenant shall pay all amounts
        not in


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<PAGE>   31
        dispute in accordance with Section 57.2 hereof. If such arbitration
        shall mandate that additional amounts are due Landlord, then Tenant
        shall pay to Landlord such amount with interest thereon at the greater
        of ten percent (10%) per annum or the Prime Rate from the date such
        payment was due hereunder. If such arbitration shall mandate that Tenant
        paid more NDC Rent than Tenant was obligated to pay in accordance with
        the terms and conditions of this Lease, then Landlord shall credit the
        amount of such overpayment (with interest thereon at the Prime Rate from
        the date such overpayment was paid to Landlord to the date such
        overpayment is credited or refunded, as applicable, as provided in this
        Section 58.1(c)) against the next accruing installment(s) of NDC Rent
        and if the amount of the credit exceeds the amount of the subsequent
        installment(s) of NDC Rent due under this Lease, the excess shall be
        refunded to Tenant within thirty (30) days after any such arbitration
        decision.

        (d) Landlord shall at all times maintain the confidentiality of the
        Quarterly Statements and the NDC Statements, except to the extent
        reasonably necessary to (i) comply with applicable laws, regulations,
        court or administrative orders, or to prosecute or defend any claim or
        suit by litigation or otherwise under this Lease, and (ii) provided that
        the recipients of such information agree in writing to hold same in
        confidence (A) carry out the obligations set forth in this Lease or
        documents evidencing and/or securing any ground leases or underlying
        leases which may now exist or hereafter be executed affecting the
        Premises, any lien of any mortgage or deed of trust which may now exist
        or hereafter be executed in any amount for which the Premises is
        specified as security, and any condominium


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<PAGE>   32
        documents and any private covenants, conditions or restrictions or
        reciprocal easements which may now or hereafter be recorded encumbering
        the Development, (B) obtain legal, financial and/or tax advice from
        Landlord's attorneys, accountants and financial advisors, (C) negotiate
        or complete a transaction with a lender to Landlord or any Affiliate of
        Landlord secured by Landlord's and/or such Affiliate's interest in the
        Development, any building situated on the Development or this Lease
        (including, without limitation, a pledge of rents payable thereunder) or
        purchaser of any building situated on the Development or the Development
        or (D) negotiate or complete a public or private syndication or similar
        offering involving this Lease, Landlord or any Affiliate of Landlord,
        the interests of any of the members of Landlord or any Affiliate of
        Landlord, the Development and/or any building situated on the
        Development."

                                    ARTICLE 9

                                   ARBITRATION

Section 9.1. A new Article 59 is added to the Lease to read in its entirety as
follows:

"59. ARBITRATION.

        59.1 In each case specified in Articles 57 and 58 of this Lease in which
        resort to arbitration shall be required, such arbitration (unless
        otherwise specifically provided in other Sections of this Lease) shall
        be in New York City with respect to the first, third, fifth and each
        subsequent odd arbitration entered into in connection with said Articles
        and in Los Angeles, California with respect to the second, fourth, sixth
        and each subsequent even arbitration entered into in connection with
        said Articles in accordance with the Commercial Arbitration Rules of the
        American Arbitration Association and the applicable provisions of


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        this Lease, and judgment upon the award rendered by the arbitrators may
        be entered in any court having jurisdiction thereof.

        59.2 Either party may request arbitration of any matter in dispute
        wherein arbitration is expressly provided in Articles 57 and/or 58 of
        this Lease as the appropriate remedy. The party requesting arbitration
        shall do so by giving written notice to that effect to the other party,
        specifying in such notice the nature of the dispute and the name and
        address of the person designated to act as an arbitrator on its behalf.
        Within fifteen (15) days after the service of such notice, the other
        party shall give notice to the first party specifying the name and
        address of the person designated to act as an arbitrator on its behalf.
        If the second party fails to notify the first party of the appointment
        of its arbitrator, as aforesaid, within the time above specified, then
        the appointment of the second arbitrator shall be made in the same
        manner as hereinafter provided for the appointment of a third arbitrator
        in a case where the two arbitrators appointed hereunder and the parties
        are unable to agree upon such appointment. The two arbitrators so chosen
        shall meet within ten (10) days after the second arbitrator is appointed
        and if, within thirty (30) days after the second arbitrator is
        appointed, the two arbitrators shall not agree upon the question in
        dispute, they shall together appoint a third arbitrator. In the event of
        their being unable to agree upon such appointment within thirty (30)
        days after the appointment of the second arbitrator, the third
        arbitrator shall be selected by the parties themselves if they can agree
        thereon within a further period of fifteen (15) days. If the parties do
        not so agree, then either party, on behalf of both and on notice to the
        other, may request such


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<PAGE>   34
        appointment by the American Arbitration Association (or any organization
        successor thereto) in accordance with its rules then prevailing or if
        the American Arbitration Association (or such successor organization)
        shall fail to appoint said third arbitrator within fifteen (15) days
        after such request is made, then either party may apply, on notice to
        the other, to the Supreme Court in the County of New York or in the
        County of Los Angeles, as applicable (or any other court having
        jurisdiction and exercising functions similar to those now exercised by
        such court) for the appointment of such third arbitrator. Such third
        arbitrator chosen or appointed pursuant to this Section shall be a
        disinterested person and each arbitrator chosen or appointed shall have
        at least ten (10) years' experience in the County of New York or in the
        County of Los Angeles, as applicable, in a calling connected with the
        dispute.

        59.3 The arbitrators shall have the right to retain and consult experts
        and competent authorities skilled in the matters under arbitration. The
        arbitrators shall render their award, upon the concurrence of at least
        two (2) of their number, within sixty (60) days after the appointment of
        the third arbitrator. Such award shall be in writing and shall be final
        and conclusive on the parties and counterpart copies thereof shall be
        delivered to each of the parties. In rendering such decision and award,
        the arbitrators shall not add to, subtract from or otherwise modify the
        provisions of this Lease. Judgment may be had on the decision and award
        of the arbitrators so rendered, in any court of competent jurisdiction.

        59.4 If for any reason whatsoever the written decision and award of the
        arbitrators shall not be rendered within sixty (60) days after the
        appointment of


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<PAGE>   35
        the third arbitrator, then at any time thereafter before such decision
        and award shall have been rendered either party may apply to the Supreme
        Court of the State of New York or to the Supreme Court of the State of
        California, as applicable, or to any other court having jurisdiction and
        exercising the functions similar to those now exercised by such court,
        by action, proceeding or otherwise (but not by a new arbitration
        proceeding) as may be proper to determine the question in dispute
        consistent with the provisions of this Lease.

        59.5 Each party shall pay the fees and expenses of the one of the two
        original arbitrators appointed by or for such party, as well as the
        attorneys' fees, witness fees and similar expenses incurred by such
        party, and the fees and expenses of the third arbitrator and all other
        expenses of the arbitration shall be borne by the parties equally.
        Notwithstanding the foregoing, if a majority of the arbitrators
        determine that the position of either party was taken willfully and is
        without merit or the consent of either party was unreasonably withheld
        or delayed, the arbitrators may require such party to bear all the
        expenses of the arbitration as well as the prevailing party's witness
        fees, attorney fees and similar expenses.

        59.6 In the case of any arbitration hereunder, the arbitrators shall be
        instructed and will give effect to the intent of this Lease."

                                   ARTICLE 10

                 OPERATIONAL BUDGETS AND OPERATIONAL STRATEGIES

Section 10.1 A new Article 60 is added to the Lease to read in its entirety as
follows:

"60. OPERATIONAL BUDGETS AND STRATEGIES.


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<PAGE>   36
        60.1 On an annual basis, Tenant shall prepare a written line item budget
        in reasonable detail and substantially in the form of SCHEDULE 2 annexed
        hereto ( the "INITIAL OPERATIONAL BUDGET") of all anticipated Net
        Distributable Cash, Gross Cash Receipts, Reserves, Management Fees,
        Adjusted Net Distributable Cash, Operating Losses, Percentage Operating
        Loss Return Payments, Outstanding Operating Losses, Percentage Equity
        Return Payments, Outstanding Capital Investment, and NDC Rent for the
        next fiscal year of Tenant (each such budget, a "BUDGET" and each such
        fiscal year, a "FISCAL YEAR") and shall submit such Budget to Landlord
        for its information and review as and when the same shall be prepared by
        Tenant in the course of its ordinary business practice but not later
        than the commencement of such Fiscal Year. Simultaneously with the
        delivery of the Budget for each Fiscal Year, Tenant shall also deliver
        to Landlord for its information and review a reasonably detailed
        operations, sales and marketing strategy for the Premises (said
        strategy, the "STRATEGY"). Tenant shall also prepare and submit to
        Landlord, for its information and review, within 30 days after the end
        of each month after the general opening of the Club to its members,
        reasonably detailed information regarding that month's operating
        revenue, expenditures, membership level, membership sales and marketing
        activities. Notwithstanding the foregoing, however, Tenant shall not be
        required to prepare and deliver to Landlord pursuant to this Section
        60.1 any information not otherwise already being prepared by Tenant for
        its own internal use. Tenant shall give good faith consideration to any
        comments Landlord may have regarding any such Budget, Strategy or
        monthly information but shall not be required to


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<PAGE>   37
        implement any of the same. Landlord shall keep all such Budgets,
        Strategies and monthly materials confidential, except that Landlord may
        disclose such materials (i) if and then only to the extent as may be
        required by process of law, (ii) to its professional advisors if they
        agree to keep such materials confidential on the same terms as Landlord
        is required to keep them confidential and (iii) to any potential
        purchaser of the Premises or any interest therein, any lender
        potentially making a loan secured in whole or in part by the Premises,
        or any potential purchaser of any interest, direct or indirect, in
        Landlord, but in each such case, only if the party in question agrees to
        keep such materials confidential on the same terms as Landlord is
        required to keep them confidential.

                                   ARTICLE 11

                                   BROKERAGE

Section 11.1. Tenant and Landlord each represent and warrant that neither
consulted or negotiated with any broker or finder with regard to the terms of
this Agreement. Tenant and Landlord each agree to indemnify, defend and save the
other party harmless from an against any claims for fees or commissions from
anyone with whom the indemnifying party has dealt in connection with the terms
of this Agreement.

                                   ARTICLE 12

                                 MISCELLANEOUS

Section 12.1. Except as may be expressly modified or amended by this Agreement,
the terms, covenants and conditions of the Lease are hereby ratified and
confirmed and shall be and remain in full force and effect in accordance with
their terms. Except insofar as reference to the contrary is made in any such
instrument, all references to the "Lease" in the Lease and any future
correspondence, notice or instrument shall be deemed to refer to the Lease as
modified by this Agreement.

Section 12.2. This Agreement shall not be binding upon Landlord and Tenant
unless and until it is signed by both parties hereto and a signed copy hereof is
delivered by Landlord to Tenant.

Section 12.3. This Agreement constitutes the entire agreement among the parties
hereto with respect to the matters stated herein and may not be amended or
modified unless such amendment or modification shall be in writing and signed by
the party against whom enforcement is sought.

Section 12.4. The terms, covenants and conditions contained in this Agreement
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns (subject in


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any event to the limitations and prohibitions set forth in the Lease on Tenant's
right to assign its interest therein).

Section 12.5. This Agreement shall be governed in all respects by the laws of
the District of Columbia.

Section 12.6. Article 9 of the Lease is modified by changing all references to
"Battle Fowler LLP" to "Paul, Hastings, Janofsky & Walker LLP."

Section 12.7 Except as expressly modified herein, the parties hereto affirm that
the Lease is in full force and effect.

Section 12.8 Tenant hereby grants the residents of the condominium units in the
Building, if and for so long as valet parking within the Development shall also
be reasonably available to such residents, the non-exclusive use of the
elevators located in the Premises for access to and from the Building garage
from and to the Building lobby.

Section 12.9 This Agreement shall be subject to the approval of Landlord's
lender, Fleet Bank National Association (the "LENDER"). After the date this
Agreement is executed and delivered by both parties hereto, Landlord agrees to
promptly submit this Agreement to the Lender for its approval and Landlord shall
use commercially reasonable efforts thereafter to diligently obtain the approval
of the Lender. In connection with the foregoing, Tenant agrees to reasonable
cooperate with Landlord to obtain the approval of the Lender and Tenant hereby
consents to any non-material modifications to this Agreement reasonably
requested by the Lender. If the Lender disapproves of this Agreement, (a) this
Agreement shall be cancelled and be of no further force or effect and neither
party hereto shall have any further rights, liabilities or obligations
hereunder, it being agreed and understood, however, that if this Agreement is
not approved by the Lender, then the parties' respective rights, duties,
obligations and positions in respect of the Lease shall remain unchanged by this
Agreement and shall be what they would have been if this Agreement had never
been signed, and (b) thereafter Landlord and Tenant shall negotiate in good
faith so that Landlord and Tenant shall obtain the benefits of the material
terms set forth in this Agreement whether by means of the execution of a certain
subsequent agreement(s) between the parties which is mutually acceptable or in
such other mutually agreeable manner.

Section 12.10 Tenant agrees that Tenant shall take no willful action, not
otherwise permitted in accordance with the terms and conditions of this Lease,
the effect of which shall be to materially interfere with the operations, use or
enjoyment of any portion of the Development, other than the Premises, by the
occupants or users thereof. Landlord agrees Landlord shall take no willful
action, not otherwise permitted to be taken by Landlord in accordance with the
terms and conditions of this Lease, the effect of which shall be to materially
interfere with the operations, use or enjoyment of the Premises or its
associated parking and other Common Areas by Tenant, any permitted subtenant,
members of the Club or other permitted occupants or users of the Premises;
provided, however, that the use by Landlord or a Person other than Tenant of any
space within the Development that is not a part of the Common Areas shall not be
a violation of this Section 12.10 if and for so long as such use is not
prohibited by Section 8.4 of the Lease. Landlord further agrees that it shall
promptly and diligently exercise any rights and remedies it may have under any
documents pertaining to the Project (including, without limitation, any
covenants, conditions and restrictions and any declaration of any condominium
association for all or any part of the Project) so as to prevent or halt any act
or omission which materially interferes with the operations, use or enjoyment of
the Premises or its associated parking and other Common Areas by Tenant, any
permitted subtenant, members of the Club or any other permitted occupants or
users of the Premises. Landlord further agrees that, for so long as it is the


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owner of the parking associated with the Premises, it shall not permit any
operator of such parking, whether under a parking lease, a parking management
contract, or otherwise, to take any willful action, not otherwise permitted to
be taken by Landlord in accordance with the terms and conditions of this Lease,
the effect of which shall be to materially interfere with the parking rights
granted Tenant under Section 36 of the Lease. If Landlord shall, at any time,
not own the parking associated with the Premises, then Landlord, before Landlord
shall have ceased to own the same, shall have taken such actions as are
reasonably necessary in order for the owner of the parking spaces to which
Tenant has rights hereunder to acknowledge and agree (i) to preserve such
parking rights, subject to the terms and conditions of this Lease applicable to
such parking spaces, and (ii) that Tenant is an express third party beneficiary
of the agreement described in the immediately preceding clause (i) and is
entitled to enforce the same against such owner, as a non-exclusive remedy and
at such owner's expense if Tenant is the prevailing party, as if such agreement
had been made directly with Tenant. The failure of Landlord or Tenant to perform
under this Section 12.10, if and for so long as such failure shall continue for
a period of three (3) days following notice thereof from the other party, shall
constitute, as applicable, a Default by Tenant or a default by Landlord, in each
case, without there being any additional notice and cure period applicable
thereto, whether under Section 23 of the Lease or otherwise; provided, however,
that if there shall be two such failures by a party in any consecutive twelve
(12) month period, then any additional such failure by such party during such
twelve (12)-month period shall continue to be, as applicable, a Default by
Tenant or a default by Landlord even if such failure shall subsequently be cured
after the expiration of the three (3)-day period commencing upon notice thereof
from the other party.

Section 12.11 Notwithstanding anything to the contrary contained in the Lease,
in no event shall the payment of any interest due under the Lease, from time to
time, be calculated at a rate higher than the maximum permitted legal rate.

Section 12.12 The following new Section 46.4 is hereby added to the Lease as
follows:

        "In the event that any of the machinery, fixtures, furniture and
        equipment installed by Tenant (collectively, "Collateral"), from time to
        time, in the Premises are purchased or acquired by Tenant subject to a
        chattel mortgage, conditional sale agreement or other title retention or
        security agreement, Landlord agrees, at Tenant's sole cost and expense,
        reasonably to cooperate in connection therewith, including, without
        limitation, executing, acknowledging and delivering any commercially
        reasonable consent that the third party to such chattel mortgage,
        conditional sale agreement or other title retention or security
        agreement may require of Landlord; provided that (i) Landlord shall be
        under no obligation to preserve or protect any of the Collateral at any
        time, (ii) following a Default by Tenant under this Lease and/or a
        default or breach by Tenant under any applicable chattel mortgage,
        conditional sale, or other title retention or security agreement, the
        third party or parties thereunder must reimburse Landlord for any and
        all reasonable costs incurred by Landlord in storing any of the
        Collateral and in restoring the Premises upon the removal of any of the
        Collateral, and (iii) Landlord shall be under no obligation to release
        any of the


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        Collateral except as may be provided in the applicable consent or absent
        such consent as ordered by a court of competent jurisdiction in the
        event of any bankruptcy filing by Tenant."

Section 12.13 By executing this Agreement, The Sports Club Company, a Delaware
corporation, hereby confirms that all references to the "Lease" in the Guaranty
of Lease, dated as of March 11, 1999, from The Sports Club Company to Landlord
means the Lease as modified by this Agreement.


IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this
Agreement as of the day and year first above written.

                      LANDLORD:

                      2200 M STREET LLC, a Delaware limited company

                      By: Millennium Partners LLC, a New York limited liability
                          company, its managing member

                      By: Millennium Partners Management LLC, a New York limited
                          liability company, its managing member

                          By:    Millennium Manager I, Inc., a New York
                                 corporation, its managing member


                                By:   /s/ Brian J. Collins
                                    ------------------------------------
                                    Name: Brian J. Collins
                                    Title:


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                              TENANT:

                              WASHINGTON D.C. SPORTS CLUB, INC.,
                              a Delaware corporation

                              By:  /s/ Timothy O'Brien
                                  -----------------------------------
                                  Name: Timothy O'Brien
                                  Title: President and Chief Financial Officer


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If the Lender approves of this Agreement, then The Sports Club Company hereby
confirms, acknowledges and agrees that the terms and provisions of that certain
Guaranty of Lease, dated as of March 11, 1999, are hereby extended to include
this Agreement and all of the terms and provisions contained herein (including,
without limitation, Section 12.13 of this Agreement), and that such Guaranty
remains in full force and effect and the legal, valid and binding obligation of
the undersigned, enforceable in accordance with its terms.

                              THE SPORTS CLUB COMPANY,
                              a Delaware Corporation


                              By: /s/ Timothy O'Brien
                                 ----------------------------------------
                                 Name: Timothy O'Brien
                                 Title: Chief Financial Officer


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