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                                                                   EXHIBIT 10.32

                         EXECUTIVE EMPLOYMENT AGREEMENT

                  This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is
entered into on May___, 2004 (the "Effective Date"), by and between LIFE TIME
FITNESS, Inc. (the "Company"), and _______________ ("Executive").

                  The Company is a recognized leader in the health and fitness
industry, including the design and operation of health and fitness centers, the
creation, promotion and sale of nutritional products, the production of athletic
events and the publication of a healthy way of life magazine. The Company has
enjoyed considerable growth and success in the industry because of its
innovative, confidential and proprietary management and marketing methods and
plans. The Company believes that it is necessary to enter into this Agreement to
assure protection of its goodwill and confidential and proprietary information,
management and marketing plans.

                  The Company also desires to assure Executive's continuing
services to the Company including, but not limited to, under circumstances in
which there is a possible threatened or actual Change of Control of the Company.
The Company believes it is imperative to diminish the inevitable distraction of
the Executive by virtue of the personal uncertainties and risks created by a
potential severance of employment and to encourage the Executive's full
attention and dedication to the Company currently and in the event of any
threatened or impending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a severance of employment which
ensure that the compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other corporations.

                  In consideration of the foregoing, and in order to accomplish
the above objectives, the Company and Executive agree as follows:

1. Definitions

     a)   "Base Salary" shall mean the Executive's regular annual salary before
          payment of any bonuses or incentive pay, commonly referred to as the
          "Guaranteed" component of an executive's salary, including any salary
          that has been earned but deferred.

     b)   "Change of Control" shall mean the earliest of the following dates:

               (1)  A change in the composition of the Board such that the
                    individuals who, as of the Effective Date, constitute the
                    Board (such Board shall be hereinafter referred to as the
                    "Incumbent Board") cease for any reason to constitute at
                    least a majority of the Board; provided, however, for
                    purposes of this definition, that any individual who becomes
                    a member of the Board subsequent to the Effective Date,
                    whose election, or nomination for election by the Company's
                    shareholders, was approved by a vote of at least a majority
                    of those individuals who are members of the Board and who
                    were also members of the Incumbent



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                    Board (or deemed to be such pursuant to this proviso) shall
                    be considered as though such individual were a member of the
                    Incumbent Board; but, provided, further, that any such
                    individual whose initial assumption of office occurs as a
                    result of an actual or threatened election contest with
                    respect to the election or removal of directors or other
                    actual or threatened solicitation of proxies or consents by
                    or on behalf of a Person other than the Board shall not be
                    so considered as a member of the Incumbent Board; or

               (2)  Consummation of a merger, tender offer or consolidation of
                    the Company with any other corporation, other than a merger
                    or consolidation that would result in the voting securities
                    of the Company outstanding immediately prior thereto
                    continuing to represent (either by remaining outstanding or
                    by being converted into voting securities of the surviving
                    entity) at least 45% of the combined voting power of the
                    voting securities of the Company or such surviving entity
                    outstanding immediately after such merger or consolidation;
                    or

               (3)  Consummation of a sale of all or substantially all of the
                    assets of the Company, other than in connection with the
                    sale-leaseback of the Company's real estate.

     c)   "Change of Control Date" shall mean the first date on which a Change
          of Control occurs. Anything in this Agreement to the contrary
          notwithstanding, if a Change of Control occurs and if the Executive's
          employment with the Company is terminated or Executive's status as an
          officer of the Company is eliminated within six months prior to the
          date on which the Change of Control occurs or Executive's position has
          been reduced one level or more, and if it is reasonably demonstrated
          by the Executive that such termination of employment or cessation of
          status as an officer: (i) was at the request of a third party who has
          taken steps reasonably calculated to effect the Change of Control; or
          (ii) otherwise arose because of an anticipated Change of Control, then
          for all purposes of this Agreement the "Change of Control Date" shall
          mean the date immediately prior to the date of such termination of
          employment or cessation of status as an officer.

     d)   "Change of Control Period" shall mean the period commencing on the
          Change of Control Date and ending on the first anniversary of such
          date.

     e)   "Cause" shall mean if the Company determines in good faith that
          Executive has:

                  (i)      engaged in willful and deliberate acts of dishonesty,
                           fraud or unlawful behavior against or at the expense
                           of the Company, which adversely affects the business
                           affairs of the Company;

                  (ii)     been convicted of, or pleaded nolo contendere, to any
                           felony;



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                  (iii)    engaged in gross negligence or willful misconduct in
                           the performance of Executive's duties as an employee
                           of Company, where such acts adversely affect the
                           business affairs of the Company in a material way;

                  (iv)     refused to substantially perform all of Executive's
                           duties and responsibilities, or persistently neglects
                           Executive's duties or experiences chronic unapproved
                           absenteeism;

                  (v)      demonstrates an inability to perform Executive's
                           duties at a level commensurate with Executive's
                           position and is unable to meet the conditions of a
                           Company Performance Improvement Plan designed for
                           Executive created in connection with this item,
                           within a period of 60 days from creation of such
                           Performance Improvement Plan; or

                  (vi)     breached any material term(s) or material
                           condition(s) of this Agreement.

          Notwithstanding anything to the contrary contained herein, none of the
          foregoing events (other than clauses (i) or (ii)), shall constitute
          "Cause" for purposes of this Agreement unless the Company gives
          Executive written notice delineating the claimed event or circumstance
          and setting forth the Company's intention to terminate Executive's
          employment if such claimed event or circumstance is not duly remedied
          within twenty-one (21) business days following such notice from the
          Company, and Executive fails to remedy such event or circumstance
          within such twenty-one (21) day period.

     f)   "Disability" shall mean the inability of Executive to perform on a
          full-time basis the duties and responsibilities of Executive's
          employment with the Company by reason of Executive's illness or other
          physical or mental impairment or condition, as determined by a
          physician mutually acceptable to Executive and the Company, if such
          inability continues for an uninterrupted period of 90 days or more
          during any 365-day period. A period of inability shall be
          "uninterrupted" unless and until Executive returns to full-time work
          from the above-referenced leave for a continuous period of at least
          180 days, excluding vacation days or sick days taken for reasons
          unrelated to the illness or other physical or mental impairment or
          condition necessitating the above-referenced leave.

     g)   "Good Reason" shall mean without Executive's express written consent,
          any of the following shall occur:

                  (i)      the Company has breached any material term(s) or
                           material condition(s) of this Agreement, which breach
                           was not caused by Executive and has not been cured by
                           the Company within twenty-one (21) business days
                           after receiving written notice from Executive
                           delineating the claimed breach and setting forth
                           Executive's intention to terminate Executive's



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                           employment if such breach is not duly remedied within
                           twenty-one (21) business days;

                  (ii)     the Company has relocated its executive offices
                           outside of a seventy-five (75) mile radius of its
                           current location;

                  (iii)    the Company has reduced Executive's Target Salary by
                           twenty-five percent (25%) or more, or materially
                           reduced Executive's duties and responsibilities
                           (including but not limited to reasonable discretion
                           in the management of Executive's department), which
                           reductions have not been cured by the Company within
                           twenty-one (21) business days after receiving written
                           notice from Executive delineating the claimed
                           reductions and setting forth Executive's intention to
                           terminate Executive's employment if such reduction is
                           not duly remedied within twenty-one (21) business
                           days; or

                  (iv)     the Company has assigned duties and responsibilities
                           to Executive that are materially inconsistent with
                           Executive's position and experience, which assignment
                           has not been cured by the Company within twenty-one
                           (21) days after receiving written notice from
                           Executive delineating the claimed assignment and
                           setting forth Executive's intention to terminate
                           Executive's employment if such assignment is not duly
                           remedied within twenty-one (21) business days.

     h)   "Notice of Termination" means a written notice which (i) indicates the
          specific termination provision in this Agreement relied upon, (ii) to
          the extent applicable, sets forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated, and (iii) if
          the Termination Date is other than the date of receipt of such notice,
          specifies the Termination Date (which date shall be not more than
          thirty days after the giving of such notice). The failure by the
          Executive or the Company to set forth in the Notice of Termination any
          fact or circumstance which contributes to a showing of Good Reason or
          Cause shall not waive any right of the Executive or the Company,
          respectively, hereunder or preclude the Executive or the Company,
          respectively, from asserting such fact or circumstance in enforcing
          the Executive's or the Company's right hereunder.

     i)   "Target Salary" shall mean the sum of Executive's Base Salary and the
          target payout under any commission or annual cash-base incentive plan
          that the Executive is eligible to receive based upon the attainment of
          pre-established performance targets.

     j)   "Termination Date" shall mean (i) if the Executive's employment is
          terminated by the Company for Cause, or by the Executive for Good
          Reason, the date of receipt of the Notice of Termination (as defined
          in Section 2 below) or any later date specified therein, as the case
          may be, (ii) if the Executive's employment is terminated by the



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          Company other than for Cause or Disability, the Termination Date shall
          be the date on which the Company notifies the Executive of such
          termination, and (iii) if the Executive's employment is terminated by
          reason of death or Disability, the Termination Date shall be the date
          of death of the Executive or the first date Disability is determined,
          as the case may be.

2. Notice of Termination.

Any termination of Executive's employment by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the
other party hereto.



3. Payments upon Termination of Employment.

     a)   If Executive's employment with the Company is terminated by the
          Company for any reason other than for Cause, death or Disability, or
          by Executive for Good Reason, and provided that Executive signs upon
          termination a global release of claims against the Company (including
          its affiliates, divisions, directors, officers, employees, agents and
          assigns), such release to be prepared by the Company in its sole
          discretion, then the Company shall provide to Executive the following:

                  (i)      semi-monthly payments of Executive's pro-rata Target
                           Salary for a period of _______ (_______) months, at
                           an amount which represents a Executive's Target
                           Salary, on such a pro-rata basis, as of the
                           Termination Date, paid to Executive over the period
                           beginning with the Termination Date and ending on the
                           ___ month anniversary of the Termination Date;

                  (ii)     outplacement costs associated with Executive's search
                           for new employment, such costs not to exceed $10,000
                           in the aggregate;

                  (iii)    continuation of medical plan coverage and life
                           insurance coverage at the same level and in the same
                           manner as that provided to Executive as of the
                           Termination Date beginning on the Termination Date
                           and continuing for the number of months consistent
                           with the number of months Executive is to be paid
                           severance under this Agreement. Benefit continuation
                           under this section 3(a)(iii) shall be concurrent with
                           any coverage under the Company's plans pursuant to
                           COBRA or similar laws. Any benefit coverages in
                           effect for the Executive on the Termination Date in
                           addition to the above two benefits, including
                           dependent coverage, will also be continued for such
                           period on the same terms. Any costs Executive was
                           paying for such coverages, if any, as of the
                           Termination Date shall continue to be paid by
                           Executive. If the terms of any benefit plan referred
                           to in this section do not permit



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                           continued participation by Executive, then the
                           Company will arrange for other coverage providing
                           substantially similar benefits at the same
                           contribution level, if any, of Executive, and
                           Executive will cooperate with the Company to obtain
                           the most favorable rate for comparable coverage to
                           Executive.

     b)   If Executive's employment with the Company is terminated by reason of:

                  (i)      Executive's abandonment of Executive's employment or
                           Executive's resignation for any reason other than
                           Good Reason;

                  (ii)     termination of Executive's employment by the Company
                           for Cause; or

                  (iii)    Executive's Disability or death,

          then the Company shall pay to Executive or Executive's beneficiary or
          Executive's estate, as the case may be, Executive's Base Salary
          through the Termination Date.

     c)   If Executive's employment with the Company (or successor) is
          terminated by the Company during the Change of Control Period for any
          reason other than Cause, death or Disability, or by Executive during
          the Change of Control Period for Good Reason, then Executive will
          receive, upon execution of a global release of claims against the
          Company (including its affiliates, divisions, directors, officers,
          employees, agents and assigns), such release to be prepared by the
          Company in its sole discretion, the same benefits as set forth in
          Section 3(a) above, except that Executive's semi-monthly payments
          shall be made over a period of ______ months, ending on the ______
          month anniversary of the Termination Date.

     d)   In the event of termination of Executive's employment, the sole
          obligation of the Company hereunder shall be its obligation to make
          the payments called for by Sections 3(a), 3(b) or 3(c) hereof, as the
          case may be, and the Company shall have no other obligation to
          Executive or to Executive's beneficiary or Executive's estate, except
          as otherwise provided by law, under the terms of any subsequent
          written agreement between Executive and the Company, and under the
          terms of any employee benefit plans or programs then maintained by the
          Company in which Executive participates.

     e)   Notwithstanding the foregoing provisions of this Section 3, the
          Company shall not be obligated to make any payments to Executive under
          Sections 3(a)(i) or (iii) above if the Company clearly establishes
          that Executive is not in strict compliance with the terms of Section 4
          hereof, as of the date of such payment

4. Covenants.

     a)   Introduction. The parties acknowledge that the provisions and
          covenants contained in this Section 4 are material to this Agreement
          and that the limitations contained in this



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          Agreement are reasonable in geographic and temporal scope and do not
          impose a greater restriction or restraint than is necessary to protect
          the goodwill and other legitimate business interests of the Company.
          The parties also acknowledge and agree that the provisions of this
          Section 4 do not adversely affect Executive's ability to earn a living
          in any capacity that does not violate the covenants contained herein.
          Executive acknowledges that the Company's grant of any and all
          "Performance Awards" under the 2004 Long-Term Incentive Plan were made
          in reliance on and in exchange for, Executive's obligations under
          these provisions.

     b)   Confidential Information. Except as permitted by the Company, during
          the term of Executive's employment with the Company and at the all
          times thereafter, Executive shall not divulge, furnish or make
          accessible to anyone or use in any way other than in the ordinary
          course of the business of the Company, any confidential, proprietary
          or secret knowledge or information of the Company, whether developed
          by Executive or others, including but not limited to (i) Company trade
          secrets, (ii) confidential and proprietary plans, developments,
          research, processes, designs, methods or material (whether or not
          patented or patentable), (iii) customer and supplier lists, (iv)
          strategic or other business, marketing or sales plans, and (v)
          financial data and plans. Executive acknowledges that the
          above-described knowledge and information constitutes a unique and
          valuable asset of the Company and represents a substantial investment
          of time and expense by the Company, and that any disclosure or other
          use of such knowledge or information other than for the sole benefit
          of the Company would be wrongful and would cause irreparable harm to
          the Company. During the term of Executive's employment with the
          Company, Executive shall refrain from any intentional acts or
          omissions that would reduce the value of such knowledge or information
          to the Company. The foregoing obligations of confidentiality shall not
          apply to any knowledge or information that (i) is now or subsequently
          becomes generally publicly known for reasons other than Executive's
          violation of this Agreement, (ii) is independently made available to
          Executive in good faith by a third party who has not violated a
          confidential relationship with the Company, or (iii) is required to be
          disclosed by legal process, other than as a direct or indirect result
          of the breach of this Agreement by Executive.

     c)   Ventures. If, during Executive's employment with the Company,
          Executive is engaged in or associated with the planning or
          implementing of any project, program or venture involving the Company,
          all rights in such project, program or venture shall belong to the
          Company. Except as approved in writing by the Board and as otherwise
          set forth in this Agreement, Executive shall not be entitled to any
          interest in any such project, program or venture or to any commission,
          finder's fee or other compensation in connection therewith. Executive
          shall have no interest, direct or indirect, in any customer or
          supplier that conducts business with the Company, provided that a
          passive investment of less than 2.5% of the outstanding shares of
          capital stock of any customer or supplier listed on a national
          securities exchange or publicly traded in the over-the-counter market
          shall not constitute a breach of this sentence.


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     d)   Agreement Not to Compete. During Executive's employment with the
          Company and for a period of eighteen (18) consecutive months from the
          Termination Date, regardless of the reason for such termination and
          regardless of whether the termination is initiated by the Company or
          Executive, Executive shall not, directly or indirectly, engage in any
          manner or capacity (including without limitation as a proprietor,
          principal, agent, partner, officer, director, employee, member of any
          association, consultant or otherwise) in any "Company Business" in the
          "Territory." For purposes of this section 4(d), "Company Business"
          means the design, development, management, or marketing of health and
          fitness clubs, and health and fitness club memberships and services,
          and nutritional supplements, the publication of any health and fitness
          publications or the sale, design or promotion of and any other product
          or service that grows into a core or primary business for the Company
          (or is under development and is projected to grow into a core or
          primary business for the Company) as of the Termination Date.
          "Territory" means any of the United States or in any other country in
          which the Company is then doing Company Business as of the Termination
          Date. Ownership by Executive, as a passive investment, of less than
          2.5% of the outstanding shares of capital stock of any corporation
          listed on a national securities exchange or publicly traded in the
          over-the-counter market shall not constitute a breach of this Section
          5(d). Notwithstanding the foregoing, if Executive's termination is in
          connection with a Change of Control, Executive agrees, for a period of
          time of twenty-four (24) months from the Termination Date, not,
          directly or indirectly, to engage in any manner or capacity (including
          without limitation as a proprietor, principal, agent, partner,
          officer, director, employee, member of any association, consultant or
          otherwise) in any "Company Business" in the "Territory."

     e)   Agreement Not to Hire. During Executive's employment with the Company
          and for a period of twelve (12) consecutive months from the
          Termination Date, regardless of the reason for such termination and
          regardless of whether the termination is initiated by the Company or
          Executive, Executive shall not, directly or indirectly, hire, engage
          or solicit any person who is then an employee of the Company or who
          was an employee of the Company as of the Termination Date, in any
          manner or capacity, including without limitation as a proprietor,
          principal, agent, partner, officer, director, stockholder, employee,
          member of any association, consultant or otherwise.



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     f)   Agreement Not to Solicit. During Executive's employment with the
          Company and for a period of twelve (12) consecutive months from the
          Termination Date, regardless of the reason for such termination and
          regardless of whether the termination is initiated by the Company or
          Executive, Executive shall not, directly or indirectly, solicit,
          request, advise or induce any current or potential customer, supplier
          or other business contact of the Company to cancel, curtail or
          otherwise change its relationship with the Company, in any manner or
          capacity, including without limitation as a proprietor, principal,
          agent, partner, officer, director, stockholder, employee, member of
          any association, consultant or otherwise.

     g)   Blue Pencil Doctrine. If the duration of, the scope of or any business
          activity covered by any provision of this Section 4 is in excess of
          what is valid and enforceable under applicable law, such provision
          shall be construed to cover only that duration, scope or activity that
          is valid and enforceable. Executive hereby acknowledges that this
          Section 4 shall be given the construction that renders its provisions
          valid and enforceable to the maximum extent, not exceeding its express
          terms, possible under applicable law.

5. Copyrights and Related Matters.

     a)   Copyrightable Material. All right, title and interest in all
          copyrightable material that Executive shall conceive or originate
          individually or jointly or commonly with others, and that arise during
          the term of Executive's employment with the Company and out of the
          performance of Executive's duties and responsibilities under this
          Agreement, shall be the property of the Company and are hereby
          assigned by Executive to the Company, along with ownership of any and
          all copyrights in the copyrightable material. Upon request and without
          further compensation therefor, but at no expense to Executive,
          Executive shall execute any and all papers and perform all other acts
          necessary to assist the Company to obtain and register copyrights on
          such materials in any and all countries. Where applicable, works of
          authorship created by Executive for the Company in performing
          Executive's duties and responsibilities hereunder shall be considered
          "works made for hire," as defined in the U.S. Copyright Act.

     b)   Trade Secrets. All trade secret information conceived or originated by
          Executive that arises during the term of Executive's employment with
          the Company and out of the performance of Executive's duties and
          responsibilities hereunder or any related material or information
          shall be the property of the Company, and all rights therein are
          hereby assigned by Executive to the Company.

6.   Return of Records and Property. On or within fifteen days of the
     Termination Date, Executive shall promptly deliver to the Company any and
     all Company records and any and all Company property in Executive's
     possession or under Executive's control, and all copies thereof, including
     without limitation manuals, books, blank forms, documents, letters,
     memoranda, notes, notebooks, reports, printouts, computer disks, computer
     tapes, source codes, data, tables or calculations, keys, access cards,
     access codes, passwords,



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     credit cards, personal computers, telephones and other electronic equipment
     belonging to the Company.

7.   Remedies. Executive acknowledges that the provisions of Sections 4 are
     reasonable and necessary to protect the legitimate interests of the
     Company, and that any violation of those provisions by Executive would
     cause substantial and irreparable harm to the Company to such an extent
     that monetary damages alone would be an inadequate remedy therefore.
     Therefore, in the event of any actual or threatened breach of any such
     provisions, the Company shall, in addition to any other remedies it may
     have, be entitled to seek injunctive and other equitable relief to enforce
     such provisions and to restrain Executive from violating or continuing to
     violate such provisions, and such relief may be granted without the
     necessity of proving actual monetary damages. The preceding sentence shall
     not be construed to prevent Executive from disputing the factual basis of
     any remedies or defenses asserted by the Company.

8.   Indemnification. The Company agrees to defend and indemnify Executive to
     the fullest extent permitted by applicable law, for all civil damages,
     penalties, or fines claimed or levied against Executive in connection with
     any third-party claim, action, suit or proceeding that arises from
     Executive's acts, errors, or omissions (other than Executive's intentional
     misconduct, willful neglect of duties, or bad faith) in the performance of
     Executive's duties as an officer or executive of the Company or any
     affiliate or subsidiary thereof.

9. Miscellaneous.

     a)   Governing Law. All matters relating to the interpretation,
          construction, application, validity and enforcement of this Agreement
          shall be governed by the laws of the State of Minnesota without giving
          effect to any choice or conflict of law provision or rule, whether of
          the State of Minnesota or any other jurisdiction, that would cause the
          application of laws of any jurisdiction other than the State of
          Minnesota.

     b)   Jurisdiction and Venue. Executive and the Company consent to
          jurisdiction of the courts of the State of Minnesota and/or the United
          States District Court, District of Minnesota, for the purpose of
          resolving all issues of law, equity, or fact, arising out of or in
          connection with this Agreement. Any action involving claims of a
          breach of this Agreement shall be brought in such courts. Each party
          consents to personal jurisdiction over such party in the
          aforementioned courts and hereby waives any defense of lack of
          personal jurisdiction. Venue, for the purpose of all such suits, shall
          be in Hennepin County, State of Minnesota.

     c)   Entire Agreement. This Agreement contains the entire agreement of the
          parties relating to the subject matter of this Agreement and
          supersedes all prior agreements and understandings with respect to the
          subject matter hereof. The parties have made no agreements,
          representations or warranties relating to the subject matter of this
          Agreement that are not set forth herein.



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     d)   No Violation of Other Agreements. Executive hereby represents and
          affirms that neither Executive's entering into and undertaking of
          obligations under this Agreement nor Executive's employment with the
          Company violate any other agreement (oral, written or other) to which
          Executive is a party or by which Executive is bound.

     e)   Amendments. No amendment or modification of this Agreement shall be
          deemed effective unless made in writing and signed by the parties
          hereto.

     f)   No Waiver. No term or condition of this Agreement shall be deemed to
          have been waived, except by a statement in writing signed by the party
          against whom enforcement of the waiver is sought. Any written waiver
          shall not be deemed a continuing waiver unless specifically stated,
          shall operate only as to the specific term or condition waived and
          shall not constitute a waiver of such term or condition for the future
          or as to any act other than that specifically waived.

     g)   Assignment. This Agreement shall not be assignable, in whole or in
          party, by either party without the written consent of the other party,
          except that the Company may, without the consent of Executive, assign
          all, but not less than all, of its rights and obligations under this
          Agreement to any corporation or other business entity (i) with which
          the Company may merge or consolidate, (ii) to which the Company may
          sell or transfer all or substantially all of its assets or capital
          stock, or (iii) of which 50% or more of the capital stock or the
          voting control is owned, directly or indirectly, by the Company. After
          any such assignment by the Company, the Company shall be discharged
          from all further liability hereunder and such assignee shall
          thereafter be deemed to be the "Company" for purposes of all terms and
          conditions of this Agreement, including this Section 9.

     h)   Counterparts. This Agreement may be executed in any number of
          counterparts and by facsimile, such counterparts executed and
          delivered, each as an original, shall constitute but one and the same
          instrument.

     i)   Severability. Subject to Section 4(g) hereof, to the extent that any
          portion of any provision of this Agreement shall be invalid or
          unenforceable, it shall be considered deleted herefrom and the
          remainder of such provision and of this Agreement shall be unaffected
          and shall continue in full force and effect.

     j)   Captions and Headings. The captions and paragraph headings used in
          this Agreement are for convenience or reference only and shall not
          affect the construction or interpretation of this Agreement or any of
          the provisions hereof.

     k)   Legal Expenses. The prevailing party shall be entitled to recover all
          legal fees and expenses which such party may reasonably incur as a
          result of any legal proceeding relating to the validity,
          enforceability, or breach of, or liability under, any provision of
          this Agreement or any guarantee of performance (including as a result
          of any contest




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          by Executive about the amount of any payment pursuant to Section 4 of
          this Agreement).

     l)   Notices. Any notice hereunder shall be in writing and shall be deemed
          to have been duly given if delivered by hand, sent by reliable
          next-day courier, or sent by registered or certified mail, return
          receipt requested, postage prepaid, to the party to receive such
          notice addressed as follows:

          If to the Company:

                        Life Time Fitness, Inc.
                        6442 City West Parkway
                        Eden Prairie, MN  55344
                        Attention: Senior Vice President of Human Resources

          If to Executive:

                            [insert name and address]

         or addressed to such other address as may have been furnished to the
         sender by notice hereunder. Except as otherwise provided herein, all
         notices shall be deemed given on the date on which delivered if
         delivered by hand, or on the date sent if sent by overnight courier or
         certified mail, except that notice of change of address will be
         effective only upon receipt by the other party.



                                      -12-
<PAGE>



         IN WITNESS WHEREOF, Executive and the Company have executed this
Agreement as of the date set forth in the first paragraph.


                                      LIFE TIME FITNESS, Inc.


                                      ------------------------
                                      By
                                        ----------------------
                                      Its
                                         ---------------------


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