EXHIBIT 10.2 - 03/20/2003 FORM 8-K


EXHIBIT 10.2


Martin E. Franklin
555 Theodore Fremd Avenue, Suite B302
Rye, NY 10580



March 19, 2003


Bally Total Fitness Holding Corporation

8700 Bryn Mawr Avenue

Chicago, Illinois 60631



To the Board of Directors:



      
In consideration of my appointment today as a director of Bally Total Fitness
Holding Corporation, a Delaware corporation (the “Company”),
for a term through the 2006 Annual Meeting of Stockholders of the Company, I
hereby agree that, during the period beginning on the date hereof and ending on
the date of the 2006 Annual Meeting of Stockholders of the Company (the
“Standstill Period”), I shall not seek or accept appointment as
an officer of the Company and neither I nor any entity which I control shall:



	make or encourage any
other person to make, or in any way be a "participant" in, any "solicitation" of
proxies (as such terms are defined in Regulation 14A under the Securities
Exchange Act of 1934, as amended) with respect to the common stock of the
Company (other than in my capacity as a director of the Company in connection
with solicitations by the board of directors of the Company); or

	make or submit or
publicly announce (or encourage any other person to make or submit or publicly
announce) any proposal or offer to acquire the Company or the assets of the
Company or to effect any extraordinary transaction with the Company or any of
its subsidiaries (other than in my capacity as a director of the Company in
connection with decisions made by the board of directors of
Company).




      
Additionally, I shall cause all shares of common stock, par value $0.01 per
share, of the Company which I (or any entity I control) beneficially own on the
record date for each of the 2003 and the 2004 Annual Meetings of Stockholders of
the Company, respectively (i) to be represented in person or by proxy at
each of the 2003 Annual Meeting and the 2004 Annual Meeting, respectively, and
(ii) to be voted at the 2003 Annual Meeting for the election of myself and
Paul Toback and at the 2004 Annual Meeting for the election of the slate of
nominees selected by the Board. 


      
The Company acknowledges that nothing in this Letter Agreement shall be deemed
to restrict or limit my ability, when acting in my capacity as a director of the
Company, to act in accordance with and fulfill my fiduciary duties to the
stockholders of the Company or my ability to resign my position as a director of
the Company during the Standstill Period at any time, upon delivery of written
notice to the Company, however my obligations pursuant to the prior paragraphs
shall survive any such resignation. Upon the expiration of the Standstill
Period, this Letter Agreement and my obligations hereunder shall cease to have
any force or effect. 


      
This Letter Agreement represents the entire understanding of the parties hereto
with reference to the subject matter hereof and supersedes any and all other
oral or written agreements and understandings among the parties heretofore made.
This Letter Agreement may be amended only by an instrument in writing signed by
or on behalf of each of the parties hereto, provided that this Letter Agreement
may not be amended by or on behalf of the Company unless the amendment is
approved by a vote of the majority of the board of directors other than Martin
E. Franklin and Stephen C. Swid. This Letter Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware. Each of the
parties hereto shall use such party’s best efforts to take such actions as
may be necessary or reasonably requested by the other party hereto to carry out
and consummate the transactions contemplated by this Letter Agreement. No party
to this Letter Agreement directly or indirectly, shall, or shall permit anyone
acting on its behalf to challenge the validity or enforceability of any
provision of this Letter Agreement or the matters contemplated hereby. The
parties hereto agree that irreparable damage may occur in the event that any
provision of this Letter Agreement is not performed in accordance with the terms
hereof and that the non-breaching party will be entitled (in addition to any
other remedy at law or equity) to an injunction or injunctions to prevent
breaches of the provisions of this Letter Agreement and to enforce the terms and
provisions of this Letter Agreement by a decree of specific performance in any
action instituted in any court of the United States or any state thereof having
jurisdiction without the necessity of proving the inadequacy of a remedy of
money damages. If any term or other provision of this Letter Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Letter Agreement shall
nevertheless remain in full force and effect. 


      
If the terms of this Letter Agreement are in accordance with your understandings
and agreements with me, please sign and return the enclosed duplicate of this
letter, whereupon this Letter Agreement shall constitute a binding agreement
between us. 





	  	Very truly yours,
	  	  
	  	/s/ Martin E. Franklin
	  	

	  	Martin E. Franklin





Accepted and agreed to as of

the date first above written:



BALLY TOTAL FITNESS HOLDING CORPORATION



By: /s/ Paul Toback

	  	



	Name:	Paul Toback
	Title:	President and Chief Executive Officer