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                                                                     EXHIBIT 4.1

                       THIRD AMENDMENT TO RIGHTS AGREEMENT

     This Third Amendment to Rights Agreement is made and entered into as of the
27th day of April, 2000, and amends that certain agreement entered into by and
between The Sports Club Company, Inc., a Delaware corporation (the "Company"),
and American Stock Transfer & Company, a New York corporation (the "Rights
Agent"), dated as of October 6, 1998, as amended by the First Amendment to
Rights Agreement dated as of February 18, 1999 and the Second Amendment to
Rights Agreement dated as of July 2, 1999 (as so amended, the "Rights
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Rights Agreement.

                                 R E C I T A L S

     WHEREAS, the Board of Directors of the Company (the "Board") on September
29, 1998 authorized and declared a dividend of one preferred share purchase
right for each Common Share of the Company outstanding on October 6, 1998, each
Right representing the right to purchase one five-hundredth of a Preferred Share
upon the terms and subject to the conditions set forth in the Rights Agreement,
and further authorized and directed the issuance of one Right with respect to
each Common Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date or the Expiration Date;

     WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
as of October 6, 1998;

     WHEREAS, the Rights Agreement was amended by the First Amendment to Rights
Agreement as of February 18, 1999;

     WHEREAS, the Rights Agreement was amended by the Second Amendment to Rights
Agreement as of July 2, 1999;

     WHEREAS, it has been proposed that the Company amend the Rights Agreement
as set forth herein; and

     WHEREAS, the Board has determined that it is in the best interests of the
Company and its stockholders to amend the Rights Agreement as set forth herein;


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                                A G R E E M E N T

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto hereby agree as follows:

     1. The definitions of "Beneficial Owner" and "Beneficially Own" set forth
in Section 1 of the Rights Agreement are hereby amended by adding the following
as the last paragraph thereof:

     "Notwithstanding anything to the contrary in this Agreement:

     (A)  in no event shall any Voting Shares that are Beneficially Owned by
          Millennium be deemed to be Beneficially Owned by Talla as a result of
          the transactions contemplated by the Loan and Stock Pledge Agreements;

     (B)  in no event shall any Voting Shares that are Beneficially Owned by
          Talla be deemed to be Beneficially Owned by Millennium as a result of
          the transactions contemplated by the Loan and Stock Pledge Agreements;

     (C)  in no event shall Talla be deemed to be the Beneficial Owner of any
          Voting Shares of which Millennium is the Beneficial Owner as a result
          of the transactions contemplated by the Loan and Stock Pledge
          Agreements;

     (D)  in no event shall Millennium be deemed to be the Beneficial Owner of
          any Voting Shares of which Talla is the Beneficial Owner as a result
          of the transactions contemplated by the Loan and Stock Pledge
          Agreements;

     (E)  in no event shall Talla be deemed to be an Affiliate or Associate of
          Millennium as a result of the transactions contemplated by the Loan
          and Stock Pledge Agreements;

     (F)  in no event shall Millennium be deemed to be an Affiliate or Associate
          of Talla as a result of the transactions contemplated by the Loan and
          Stock Pledge Agreements; and

     (G)  in no event shall Talla and Millennium be deemed together to
          constitute a "Person" (as defined herein) or a "group" (as such term
          is used in Rule 13d-5 promulgated under the Exchange Act) as a result
          of the transactions contemplated by the Loan and Stock Pledge
          Agreements."

     2. The definition of "Excluded Shares" set forth in Section 1 of the Rights
Agreement is hereby deleted and replaced in its entirety with the following:

     ""Excluded Shares" shall mean the following Voting Shares:


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     (i) with respect to all Stockholders, Common Shares acquired:

          (A)  by a bona fide gift;

          (B)  as the result of the death of a Person, pursuant to a will or the
               laws of descent; or

          (C)  upon the exercise of any stock option granted by the Company to
               an employee, officer or director of the Company;

     (ii) with respect to Talla, that number of Common Shares purchased by Talla
          after April 27, 2000 for an aggregate purchase price not exceeding
          $2,000,000; and

     (iii) with respect to Millennium:

          (A)  all Common Shares pledged to Millennium pursuant to the Loan and
               Stock Pledge Agreements,

          (B)  all Common Shares acquired by Millennium pursuant to the Loan and
               Stock Pledge Agreements or upon exercise of any remedies
               available under the Loan and Stock Pledge Agreements or by
               exercise of statutory rights, and

          (C)  that number of Common Shares purchased by Millennium after April
               27, 2000 for an aggregate purchase price not exceeding
               $2,000,000."

     3. The definition of "Millennium" set forth in Section 1 of the Rights
Agreement is hereby deleted and replaced in its entirety with the following:

     ""Millennium" shall mean Millennium Partners LLC, Millennium Entertainment
     Partners LP, Millennium Development Partners LP, MDP Ventures I LLC and MDP
     Ventures II LLC and their respective Affiliates, Associates, directors and
     officers."

     4. The definition of "Pledge Agreement" set forth in Section 1 of the
Rights Agreement is hereby deleted and replaced in its entirety with the
following:

     ""Loan and Stock Pledge Agreements" shall mean (i) the Amended and Restated
     Loan and Stock Pledge Agreement, dated as of December 30, 1997, by and
     between Talla and MDP Ventures II LLC, as such agreement may be amended or
     modified from time to time, and (ii) the Loan and Stock Pledge Agreement,
     dated as of May 12, 2000, by and between Talla and MDP Ventures II LLC, as
     such agreement may be amended or modified from time to time; provided that
     the aggregate number of Common Shares pledged under such agreements shall
     not exceed two million shares (excluding any Common Shares issued in
     respect

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     of such Common Shares as a result of a stock split, stock dividend,
     recapitalization or other reorganization affecting the Common Shares)."

     5. The definition of "28% Stockholder" set forth in Section 1 of the Rights
Agreement is hereby amended by adding the following as the last paragraph
thereof:

     "Anything in this Agreement to the contrary notwithstanding, for purposes
     of this Agreement, the Excluded Shares shall not be considered to be Voting
     Shares Beneficially Owned by a Person."

     6. Except as amended hereby, the Rights Agreement remains in full force and
effect.


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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                             THE SPORTS CLUB COMPANY, INC.


Attest:
By /s/ Lois Barberio                         By /s/ D. Michael Talla
   ------------------------------------        ------------------------------
   Name: Lois Barberio                         Name: D. Michael Talla
   Title: Secretary                            Title: Co-Chief Executive Officer



                                             AMERICAN STOCK TRANSFER &
                                             TRUST COMPANY


Attest:
By  /s/ Susan Silber                         By /s/ Herbert J. Lemmer
   -------------------------------------       -----------------------------
   Name: Susan Silber                          Name: Herbert J. Lemmer
   Title: Assistant Secretary                  Title: Vice President



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