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                                                                   EXHIBIT 10.80


                               BANK LOAN - 2/1/99
                                  1ST AMENDMENT



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                               FIRST AMENDMENT TO
                    THIRD AMENDED AND RESTATED LOAN AGREEMENT


               This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment"), dated as of February 1, 1999, is entered into by and among
The Sports Club Company, Inc., The Spectrum Club Company, Inc., Pontius Realty,
Inc., Sports Club, Inc. of California, Irvine Sports Club, Inc., the SportsMed
Company, Inc., formerly HealthFitness Organization of America, Inc., L.A./Irvine
Sports clubs, Ltd., Talla New York, Inc., SCC Sports Club, Inc., Spectrum
Club/Anaheim Hills, Inc. and Green valley Spectrum club, Inc. (collectively, the
"Borrowers"), Comerica Bank-California ("Comerica") and Comerica Bank-California
as Agent under, and as defined in, that certain Third Amended and Restated Loan
Agreement dated as of February 1, 1999 among the Borrowers, Comerica, and the
Agent (the "Loan Agreement"). Capitalized terms used but not otherwise defined
in this Amendment shall have the meanings provided in the Loan Agreement.

RECITAL

               The Borrowers have requested that the Loan Agreement, as in
effect on the date of this Amendment, be amended in the respect set forth below,
and Comerica and the Agent have agreed so to amend the Loan Agreement.

               NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

        Section 1. Amendment. The Loan Agreement shall be amended to delete the
definition of "Qualified Stock Repurchase" currently set forth therein in its
entirety and to replace it with the following definition:

               "Qualified Stock Repurchase" means the common stock repurchase
               program instituted in April, 1998; provided that the aggregate
               amount expended in repurchasing common stock of SCC, Inc. shall
               not exceed $10,800,000."

        Section 2. Effectiveness. This Amendment shall become effective
immediately upon its execution by each of the parties hereto, with retroactive
effect to February 1, 1999.

        Section 3. The Borrowers' Representations and Warranties. In order to
induce Comerica and the Agent to enter into this Amendment and to amend the Loan
Agreement in the manner


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provided in this Amendment, the Borrowers represent and warrant to Comerica and
the Agent as follows:

        (a) Corporate Power and Authority. Each Borrower has all necessary
corporate power and authority to execute, deliver and enter into this Amendment
and to carry out the transactions contemplated by, and perform its obligations
under, the Loan Agreement, as amended by this Amendment (the "Amended
Agreement"). The execution, delivery and performance by each of the Borrowers of
the Amended Agreement have been duly authorized by all necessary corporate
action on its part. This Amendment has been duly and validly executed and
delivered by each of the Borrowers and constitutes its legal, valid and binding
obligation, enforceable against each of the Borrowers in accordance with its
terms.


        (b) Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action of each of the Borrowers, and this Amendment
has been duly executed and delivered by each of the Borrowers.

        (c) Enforceability. The Amended Agreement constitutes the legal, valid
and binding obligations of each of the Borrowers, enforceable against it in
accordance with its terms except as may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors' rights in general.

        (d) No Breach. Neither the execution and delivery of this Amendment nor
the performance by each of the Borrowers of the Amended Agreement will conflict
with or result in a breach of , or require any consent under, the constitutional
documents of any Borrower, or any applicable governmental rule or any agreement
or instrument to which any Borrower is a party or by which it or any of its
property is bound or to which it is subject, or constitute a default under, or
result in the acceleration or mandatory prepayment of, any indebtedness
evidenced by or termination of any such agreement or instrument, or result in
the creation or imposition of any lien upon any property of any Borrower
pursuant to the terms of any such agreement or instrument.

        (e) Existing Representations and Warranties. Each representation and
warranty made by the Borrowers in the Loan Agreement is true and correct on and
as of the date of this Amendment as though made on the date hereof, except to
the extent that such representations and warranties relate solely to an earlier
date.

        Section 4. Miscellaneous.






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        (a) Reference to and Effect on the Loan Agreement and Loan Documents.

                (i) Except as specifically amended by this Amendment, the Loan
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed.

                (ii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of the Agent
or Comerica under, the Loan Agreement or any of the other Loan Documents.

                (iii) Upon the condition precedent set forth in Section 2 of
this Amendment being satisfied, this Amendment shall be construed as one with
the Loan Agreement, and the Loan Agreement shall, where the context requires, be
read and construed throughout so as to incorporate this Amendment.

        (b) Execution in Counterparts; Effectiveness. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties to this Amendment
may execute this Amendment by signing any such counterpart.

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

        (d) Governing Law. This Amendment shall be governed by, and construed in
accordance with, the law of the state of California.

                IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.


                                 COMERICA BANK - CALIFORNIA
                                 a California banking corporation


                                 By:     /s/ Joseph Yurosek
                                    -----------------------------------
                                         Joseph Yurosek
                                 Its:    Vice President





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                                 COMERICA BANK - CALIFORNIA
                                 a California banking corporation, as Agent


                                 By:     /s/ Joseph Yurosek
                                    -------------------------------------------
                                         Joseph Yurosek
                                 Its:    Vice President





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BORROWERS:

<TABLE>
<CAPTION>
THE SPORTS CLUB COMPANY, INC.,                     THE SPECTRUM CLUB COMPANY, INC.,
a Delaware corporation                             a California corporation


<S>                                                <C>
By:      /s/ Timothy O'Brien                       By:    /s/ Timothy O'Brien
   ---------------------------------------            -------------------------------------
         Timothy O'Brien                                  Timothy O'Brien
Its:     Chief Financial Officer                   Its:   Chief Financial Officer


PONTIUS REALTY, INC.,                              L.A./IRVINE SPORTS CLUB, LTD.,
a California corporation                           a California limited partnership

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

SPORTS CLUB, INC. OF CALIFORNIA,                   TALLA NEW YORK, INC.,
a California corporation                           a New York corporation


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


IRVINE SPORTS CLUB, INC.,                          GREEN VALLEY SPECTRUM CLUB, INC.,
a California corporation                           a Nevada corporation


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


THE SPORTSMED COMPANY, INC.,                       SPECTRUM CLUB/ANAHEIM HILLS, INC.,
</TABLE>



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<TABLE>
<CAPTION>
a California corporation                          a California corporation
<S>                                                <C>



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


SCC SPORTS CLUB, INC.,
a Texas corporation


By:      /s/ Timothy O'Brien
   ---------------------------------------
         Timothy O'Brien
Its:     Chief Financial Officer
</TABLE>







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