EXHIBIT 10.4

EXECUTION COPY

**CONSENT AND AMENDMENT**

                    CONSENT AND AMENDMENT, dated as of August 11, 2003 (this“Amendment”), under the CREDIT AGREEMENT, dated as of November18, 1997, as amended and restated as of dated as of July 2, 2003 (the“Credit Agreement”), among BALLY TOTAL FITNESS HOLDINGCORPORATION, a Delaware corporation (the “Borrower”), thelenders parties thereto (the “Lenders”), JPMORGAN CHASE BANK,as agent for the Lenders (the “Agent”), DEUTSCHE BANK TRUSTCOMPANY AMERICAS, as Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION,as Documentation Agent. Terms used herein, but not defined, shall have therespective meanings set forth in the Credit Agreement. 

**W I T N E S S E T H:**

                    WHEREAS, pursuant to the provisions of Section 10.06 of the Credit Agreement andthe definition of “Revolving Credit Commitment Amount” in Section 1.01of the Credit Agreement, the undersigned may effect a Revolving CreditCommitment Amount Increase; and 

                    WHEREAS, the Borrower has requested, and the undersigned Agent and Lender wishto consent to, such a Revolving Credit Commitment Amount Increase and certainassociated amendments to the Credit Agreement; 

                    NOW, THEREFORE, the parties hereto hereby agree as follows: 

                    1.       Revolving Credit Commitment AmountIncrease. Pursuant to Section 10.06 of the Credit Agreement and thedefinition of “Revolving Credit Commitment Amount” in Section 1.01 ofthe Credit Agreement, the Borrower hereby requests a Revolving Credit CommitmentAmount Increase in the aggregate principal amount of $10,000,000, such RevolvingCredit Commitment Amount Increase shall be provided by General Electric CapitalCorporation (the “New Lender”) and the Agent and the New Lendereach consent to such Revolving Credit Commitment Amount Increase. 

                    2.       New Lender. (a) The New Lenderagrees to be bound by the provisions of the Credit Agreement, and agrees that itshall, as of the Effective Date (as defined below), become a Lender for allpurposes of the Credit Agreement and of the other Loan Documents to the sameextent as if originally a party thereto, with a Revolving Credit Commitment of$10,000,000. Without limitation of the foregoing, on the Effective Date the NewLender shall acquire an undivided participating interest in each outstandingLetter of Credit in accordance with Section 2.19 of the Credit Agreement.

                    (b) The New Lender (i) represents and warrants that it is legally authorized toenter into this Consent and Amendment; (ii) confirms that it has received a copyof the Credit Agreement, together with copies of the financial statementsreferred to in Section 5.13 thereof and such other documents and information asit has deemed appropriate to make its own credit analysis and decision to enterinto this Consent and Amendment; (iii) agrees that it has made and will,independently and without reliance upon the Agent or any other Lender and basedon such documents and information as it shall deem appropriate at the time,continue to make its own credit decisions in taking or not taking action underthe Credit Agreement or any instrument or document furnished pursuant hereto orthereto; (iv) appoints and authorizes the Agent to take