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EXHIBIT 10.26
 AMENDMENT NO. 1
TO THE
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
 WHEREAS, Corporation Plan
 WHEREAS, Compensation Committee
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Section 2.13 of the Plan is amended in its entirety to read as follows:
 Detrimental Activity
 (a)
    
    disclosing, divulging, furnishing or making available to anyone at any
time, except as necessary in the furtherance of Participants
responsibilities to the Company or any of its Affiliates, either during or
subsequent to Participants service relationship with the Company or any of
its Affiliates, any knowledge or information with respect to confidential or
proprietary information, methods, processes, plans or materials of the
Company or any of its Affiliates, or with respect to any other confidential
or proprietary aspects of the business of the Company or any of its
Affiliate, acquired by the Participant at any time prior to the
Participants Termination;(b)
    
    any activity while employed or performing services that results, or if
known could reasonably be expected to result, in the Participants
Termination that is classified by the Company as a termination for Cause;(c)
    
    (i) directly or indirectly soliciting, enticing or inducing any employee
of the Company or of any of its Affiliates to be employed by a person or
entity that is, directly or indirectly, in competition with the business or
activities of the Company or any of its Affiliates; (ii) directly or
indirectly approaching any such employee for these purposes; (iii)
authorizing or knowingly approving the taking of any such action by a third
party on behalf of any such person or entity, or assisting any such person
or entity in taking such action; or (iv) directly or indirectly soliciting,
raiding, enticing or inducing any person or entity (other than the U.S.
Government or its agencies) that is, or at any time from and after the date
of grant of the Award was, a customer of the Company or any of its
Affiliates to




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become a customer of the Participant or a third party for the same or
similar products or services that it purchased from the Company or any of
its Affiliates, or approaching any customer of the Company or any of its
Affiliates for such purpose, or authorizing or knowingly approving the
taking of any action by a third party for such purpose;
 (d)
    
    the Participants Disparagement, or inducement of others to do
so, of the Company or any of its Affiliates or their past and present officers,
directors, employees or products;(e)
    
    the Participants owning, managing, controlling, participating
in, consulting with, rendering services for, or in any manner engaging in, any
business that, directly or indirectly, is competitive with the business
conducted by the Company or any of its Affiliates within any metropolitan area
in which the Company or any of its Affiliates engages or has definitive plans
to engage in such business, or the rendering of services to such business if
such business is otherwise prejudicial to or in conflict with the interests of
the Company or any of its Affiliates; or(f)
    
    a material breach of any agreement between the Participant and the
Company or any of its Affiliates (including, without limitation, any
employment agreement or noncompetition or nonsolicitation or confidentiality
agreement).
   2.
    
    Section 4.2(b) of the Plan is amended in its entirety to read as follows:
  2




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IN WITNESS WHEREOF,
 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.By:
    /s/ Richard PyleName:
    Richard PyleTitle:
    Chief Financial Officer 3