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                                                                   EXHIBIT 10.75

January 8, 1998

Mr. John Gibbons
President
The Sports Club Company
11100 Santa Monica Blvd.
Suite 300
Los Angeles, CA 90025

Re: AT&T Commercial Finance Corporation Loan to LA/Irvine Sports Club,
    Ltd. (the "Loan")

Dear John:

Per our conversation and our discussions with Ed Andrews, and notwithstanding
the provisions of Section 2.04 of the Loan Agreement ("Loan Agreement") made as
of March 9, 1996 by and between AT&T Commercial Finance Corporation ("AT&T CFC")
and L.A./Irvine Sports Clubs, Ltd. ("Borrower") prohibiting prepayment of the
above-referenced Loan, AT&T CFC agrees as follows:

AT&T CFC will accept a prepayment of the Loan in full during the period from
January 15, 1998 to March 31, 1998, subject to the following conditions:

1.    AT&T CFC's receipt of at least 10 days prior written notice of Borrower's
      intent to repay the Loan in its entirety, including all principal,
      interest, late fees and any other Loan obligations. Such notice shall
      specify expected date of prepayment so that AT&T CFC may prepare a payoff
      letter for the Loan; and

2.    AT&T CFC's receipt of a Prepayment Premium in the amount of $2,800,000 at
      the time of payment of all other amounts then outstanding under the Loan.

Borrower shall prepare and deliver to AT&T CFC at Borrower's expense such
releases of all liens or interests held by AT&T CFC in connection with the Loan
as Borrower deems appropriate. AT&T CFC will execute and forward such releases
per Borrower's direction upon its receipt of the Prepayment Premium specified
above and all other amounts outstanding under the Loan.

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John Gibbons
January 8, 1998
Page 2

The limited waiver by AT&T CFC of the prohibition against full prepayment during
the time period and subject to the conditions described above and this letter
shall not:

      a.    operate as a waiver of any right, power or remedy of the Lender
            under the Loan Documents;

      b.    operate as a waiver of any provision of the Loan Documents except as
            specifically set forth herein;

      c.    be deemed a waiver of any other subsequent or different prepayment
            term or other term or condition with such provision or any other
            provision of the Loan Agreement; or

      d.    be deemed a course of dealing with respect to any such limited
            waiver.

Terms defined in the Loan Agreement which are used herein shall have the same
meaning set forth in the Loan Agreement unless otherwise specified herein.

Please confirm your acceptance of the terms of this limited offer of early
prepayment rights by signing and returning one original of this letter to my
attention by no later than January 16, 1998. We will understand your failure to
timely sign and return this letter to be a rejection of the offer contained
herein.

If you have any questions, please do not hesitate to call me.

Sincerely,

/s/ Jeffrey M. Del Porto


Jeffrey M. Del Porto

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THE ABOVE TERMS ARE ACCEPTED BY:

L.A. Sports Club, Ltd.
By: Sports Club, Inc. of California,
Its: General Partner

       By:  John M. Gibbons
            ---------------------------------
       Its: President
            ---------------------------------

cc:   Rob Golding
      Deborah Heilman